Board editing of bylaws

[mikalac]

Our Association bylaws, 48 pages, will be revised in September at the annual owner's meeting. The current bylaws, which includes Robert as the parliamentary authority, was drafted by the developer's lawyer, and is a mess: obscure legal language, many typos, redundant passages, developer's rights that no longer apply because the developer is gone, etc.

 

I gave notice at the last owner meeting that I will move to revise the bylaws. In anticipation of the meeting, the Board  sent an informal email to the owners with 3 attachments: my revised bylaws, the Board's governance committee's revised bylaws, and the (purported) current bylaws for owner review. (Remember, this is not the official meeting Notice, which will be sent later.)

 

However, the Board's committee, in order to save meeting time, took it upon itself to edit the current bylaws before sending it to the owners as the current bylaws. These edits are not substantive. Therefore, I sent an email to the Board saying that the committee violated Robert because the current bylaws cannot be changed in any way, not so much as a comma, without the owner's approval.

 

If the Board ignores my concern and provides this edited current bylaws in its Notice and at the meeting in violation of Robert, what can I do to get the current unedited bylaws into the owner meeting in place of the edited version? If I cannot do that, do I have any other remedy for the Board's violation of Robert?

 

Thanks for your help,

 

Norm

 

[Timothy]

Presumably, the owners already have a copy of the current bylaws. The "edited current bylaws" have no meaning. If someone tries to make a motion to apply amendments to this document rather than the official current bylaws, you can raise a point of order.

[Guest Nancy N.]

I don't think the board violated any parliamentary rule; their (its) mailing isn't even a formal action.  They (it) just maybe lied about something.

 

Nancy N. (this time !!!)

[Chris Harrison]

Raise a Point of Order at the Annual Meeting that the bylaws the Board submitted as the original document are not in fact the original (if you or one of your allies have a current copy of the bylaws to show the Membership all the better) and be prepared to Appeal any averse ruling.  However, since you will be submitting a complete substitution of the bylaws (assuming you are using the term "revise" the same way RONR does on page 593) unless the Membership chooses to vote down the revision (meaning the bylaws as they now stand would still be in force) what the Board submitted wouldn't really matter.

[jstackpo]

Norm M wrote:  "Therefore, I sent an email to the Board saying that the committee violated Robert because the current bylaws cannot be changed in any way, not so much as a comma, without the owner's approval."

 

First thing to do is check that your statement is true:  The rules for changing (or "editing") bylaws are most likely contained in those bylaws themselves - it is only if there are no such rules in the bylaws that RONR's rules kick in as a default.  So check the existing bylaws and see exactly what the amendment rules for the bylaws are - the Board might (it is a tad unlikely, to be sure) have the authority to make the sort of changes you describe.

 

If the Board doesn't have that authority, Tim F's advice is solid.  But be sure you have lots of friends in agreement with you at the meeting to back you up.

 

And Nancy N Guest's  point about "official" notifications is good too.

 

(Sheesh, people keep making short answers while I type at length.  Chris H is right, too)

[Edgar Guest]

Note, too, that at the upcoming meeting of the owners (i.e. the general membership), the board, as a board, won't be present. The board can only act as a board at a board meeting. Further, even though the presiding officer (the President?) at this owners'  meeting might also be the chair of the board, he should not be acting as chair of the board on this occasion. 

[Dan Honemann]

My understanding is the same as yours. I expect that a committee member or the committee itself will present its bylaws revision. Just how the chair will decide on the revision process is a mystery at this point. Will it be seriatim where the owners can then pick and choose among the two revisions and even adding original amendments of their own? (I will request seriatim as soon as I have the chance to avoid a consideration the committee's revision as a whole and the possbile elimination of my revision via "Postpone indefinitely" or a "Objection to the consideration of a question by the opposition, if those motions are kosher per Robert.)

 

Norm

 

I'm afraid this demonstrates the truth in the phrase "a little knowledge is a dangerous thing." Your best bet at this point is to get some hands-on help from a knowledgeable parliamentarian.

[jstackpo]

Just to make a point clear in re  post #10 in which Norm said "Nothing specific about Robert in the bylaws. It only says that Robert will be the parliamentary authority."

 

My point was NOT about whether RONR was mentioned in the bylaws, but whether there were rules for amending the bylaws in the bylaws.  And whether those rules (if there) gave the Board the authority to make amendments to the bylaws.  (I'm not sure that was clearly stated (or understood) ).

[Josh Martin]

I am using "revision" and "revise" per Robert. I will raise a POO and an appeal, but considering general owner apathy, I suspect that they will sustain the use of the edited bylaws. (And I am not about to copy a hundred copies of a 48-page document to distribute at the meeting.) Therefore, will I just have go along with the edited version - "go with the flow"?

 

Honestly, "considering general owner apathy," you may as well. A revision is a substitute for the bylaws in their entirety. If I understand the facts, two competing revisions are being submitted at this meeting. If either of these revisions is adopted, it will become the bylaws. So what the current bylaws say doesn't really matter unless both revisions are defeated (at which point, then you can consider whether it is worthwhile to pursue the issue of the board's minor (albeit improper) changes).

 

My understanding is the same as yours. I expect that a committee member or the committee itself will present its bylaws revision. Just how the chair will decide on the revision process is a mystery at this point. Will it be seriatim where the owners can then pick and choose among the two revisions and even adding original amendments of their own? (I will request seriatim as soon as I have the chance to avoid a consideration the committee's revision as a whole and the possbile elimination of my revision via "Postpone indefinitely" or a "Objection to the consideration of a question by the opposition, if those motions are kosher per Robert.)

 

There appears to be some confusion here on several points..

 

• Seriatim consideration will not automatically allow the members to "pick and choose" among the two revisions. Only one of the proposed revisions will be pending at a time. This purpose could, however, be accomplished by offering one revision as a substitute for the other while the other revision is pending, or by making individual amendments (if members liked some parts of one revision and some of another).

• Consideration as a whole doesn't prevent members from offering amendments. It just makes the process messier. In seriatim consideration, the revision is considered in an orderly process, with debate and amendment proceeding on each article or section of the bylaws in order, and finally opening the whole document to debate and amendment at the end. Amendments are still permitted under consideration as a whole, they'd just be jumping all over the place.

   

• A single member's request for seriatim consideration does not require it. While RONR strongly recommends that a revision to the bylaws be considered seriatim (and the chair should ordinarily do this on his own initiative), it is ultimately up to the assembly to decide, by majority vote, how the revision will be considered.

   

• Seriatim consideration does not prevent a motion to Postpone Indefinitely. It's a bit more complicated than that. Under seriatim consideration, a motion to Postpone Indefinitely can still be made, but it is not considered until the end, when the entire document is open to debate and amendment. Even under consideration as a whole, Postpone Indefinitely would not be much more effective, since the motion to Amend takes precedence over it (and, as noted previously, amendments are still in order under consideration as a whole).

  There's really little reason to fear "elimination" of your revision by Postpone Indefinitely. It has a very low rank in the order of precedence, it is debatable, it requires a majority vote for adoption, and it opens the main motion to debate. So you'll have plenty of chances to amend and debate the revision first, and if people ultimately vote for Postpone Indefinitely, they probably would have voted against the revision anyway.

   

• Objection to the Consideration of the Question is not in order in this case in any event, since it may not be applied to an incidental main motion. A revision of the bylaws is a form of Amend Something Previously Adopted, which is an incidental main motion. So there's no need to worry about that.

I still strongly advise making a motion to Consider Seriatim if the chair does not do this on his own initiative, but not for the reasons you suggested. Rather, it will simply make the process go much more smoothly.

[jstackpo]

A detail to be sure you have it right.  Norm M. wrote (in blue! - how did you do that?):  "Since this is a general change (revision), it seems to me that he ought to recommend seriatim and select someone to read each paragraph of the current bylaws."

 

 

NO!   That is not how a "Revision" works.   The current bylaws are not up for consideration at all, and should not be brought up.  You are looking, basically, at an all new set of bylaws  (either of the two you have mentioned, but we'll ignore that for the nonce).  The (main) motion under consideration (see p. 593) is the total substitution of the new set for the current bylaws, and the process of seriatim, &c., is to allow for (orderly) amendments (by majority vote) to the "substitute material" prior to the final (2/3) vote to actually replace the current bylaws with the new set.

 

The new bylaws may well contain lots of text and words that is also found in the current bylaws, but that is just incidental.

[jstackpo]

The tidiest way, as someone previously mentioned, to give each of the two versions the fairest hearing is via the motion to substitute Version #2 for Version #1 once Version #1 has been moved as the main motion.  But... the appropriate rules for this process are far to lengthy to type in this little screen box.  Read Section 12 on Amendments.

 

Get a professional parliamentarian in your area to help...

 

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[Josh Martin]

What about this tactic? I immediately make this motion: "I move that the Norm revision of the bylaws be considered seriatim." If the owners vote for this motion, then the chair has to use it as the basis for discussion.

 

Am I on the map now?

 

This is in order.

 

I should note, however, that neither revision is ignored. Both revisions will be considered. The only question is which one to consider first. (Of course, since pretty much everything can be sorted out by amending one revision, I wouldn't be surprised if the assembly promptly disposes of the second one).

 

The tidiest way, as someone previously mentioned, to give each of the two versions the fairest hearing is via the motion to substitute Version #2 for Version #1 once Version #1 has been moved as the main motion.  But... the appropriate rules for this process are far to lengthy to type in this little screen box.  Read Section 12 on Amendments.

 

If seriatim consideration is used, this would need to wait until the end, when the entire document is opened to amendment.

[Josh Martin]

Me: From what you said, the revision considered first has a definite advantage over the other revision.

 

Me: However, if the chair beats me to it and says that the committee version will be considered first, have I lost my opportunity, or can I still make my motion hoping that the owners will instead consider my revision first?

 

No, you have not lost your opportunity. A motion to consider your revision first would still be in order.

 

Me: Also, after completing the first revision, how would the owners go about promptly disposing of the other revision in an acceptable Robertian manner?

 

The Previous Question would bring the motion to an immediate vote. Presumably, the assembly will defeat the motion, as they'll have already perfected the bylaws when the first revision is considered.