Amendments and revision to bylaws to be on meeting agenda

[Dan Honemann]

I might have had a chance to change the OOB with a majority vote, but certainly not with a 2/3 vote. Therefore, the bylaws OOB, which is what the notice will show too, is what we work with. Therefore, my 6 non-bylaws motions will have to wait for New Business.

 

Suppose that we are in the meeting and we have reached Bylaws on the OOB. Suppose that the chair announces that we will consider the current bylaws seriatim, thereby leaving my revision until later, which would effectively kill it because no one is going to hang around after going through the bylaws once with the amendments. At this point I think that a motion from me to consider the revision as a whole ahead of the amendments is in order, correct? And only a majority vote would be needed to adopt my motion, correct?  (As a whole would save a lot of time because of the 200+ amendments, only 20 are substantive, so the owners can ignore the superficial amendments and ask questions on the substantive ones.)

 

Suppose, however, that putting my revision ahead of the amendments fails and we begin on the current bylaws seriatim. When we get to a paragraph where there are competing proposed amendments, the only way that I can get my amendment considered first is the raise my hand quickly, correct? (And hope that the chair recognizes me first if the other hand also rises.)

 

I'm quite sure that, when it becomes time to consider proposed bylaw amendments, your chairman will not announce that you will "consider the current bylaws seriatim", as you ask us to suppose. If he were to do so, it would indicate that he hasn't the faintest idea what he is doing, and that your organization had better get itself a new presiding officer as soon as possible.

[Guest Zev]

I might have had a chance to change the OOB with a majority vote, but certainly not with a 2/3 vote.

Try it anyway, you never know. If you do not get a 2/3rds vote you have lost nothing.

 

Therefore, the bylaws OOB, which is what the notice will show too, is what we work with. Therefore, my 6 non-bylaws motions will have to wait for New Business.

I see nothing unusual about this.

 

Suppose that we are in the meeting and we have reached Bylaws on the OOB. Suppose that the chair announces that we will consider the current bylaws seriatim,

No! Let us be precise about this. The current set of bylaws is not what is under consideration. That document is not what is pending. What is under consideration are the various bylaw amendments proposed by the Board and your revision.

 

...thereby leaving my revision until later, ...

Only because they placed their amendments first on the notice and the assembly refused to modify the order.

 

...which would effectively kill it because no one is going to hang around after going through the bylaws once with the amendments. At this point I think that a motion from me to consider the revision as a whole ahead of the amendments is in order, correct?

Yes. Now you are catching on.

 

And only a majority vote would be needed to adopt my motion, correct?

Yes. According to p. 278 ll. 9-14, and referring back to SDC #7 on p. 277.

 

(As a whole would save a lot of time because of the 200+ amendments, only 20 are substantive, so the owners can ignore the superficial amendments and ask questions on the substantive ones.)

Absolutely. The only thing I wish you had done is convinced the secretary to send your revision to all members well ahead of the meeting to give them a chance to review it ahead of time. Had this been done, and you had secured some friends to your proposal, it may have been possible that once the presiding officer stated the question, and based on your information that the members have no stomach for a long and drawn out meeting, a friend might move the Previous Question and possibly in less than a minute your revision could have been adopted. Without friends no amount of strategy and parliamentary procedure will succeed.

 

Suppose, however, that putting my revision ahead of the amendments fails and we begin on the current bylaws seriatim.

Again, no, unless the Board has submitted their proposal as a revision rather than individual amendments. If their proposal is several amendments then each one would be considered separately.

 

When we get to a paragraph where there are competing proposed amendments, the only way that I can get my amendment considered first is the raise my hand quickly, correct? (And hope that the chair recognizes me first if the other hand also rises.)

Only if this is the usual method of seeking recognition in your organization. Under normal parliamentary procedure seeking recognition requires one to stand to his feet. Raising one's hand does nothing except in very small groups. However, during the time in which a bylaw amendment is pending, until it is adopted, you can always propose a substitute. I'm not sure what you mean by "competing proposed amendments." If you expect competing substitute amendments it may be that you might want to get yours considered first, but this is a question of strategy which only you can answer.

And don't forget: Even if you do not get everything you want there is always the future possibility of having a special meeting exclusively for the purpose of considering your revision or additional amendments, naturally, if your organization is allowed to call special meetings. See the bylaws about this. I hope this helps, and good luck.

[Dan Honemann]

Keep in mind that giving notice at an annual meeting that you will move a revision of the bylaws at the next annual meeting a year later will not constitute valid notice under the rules in RONR (11th ed., p. 121; pp. 580-81).

[Gary c Tesser]

It would be a pity if we spend so much time on bylaws amendments and revisions that we never get to New Business because my motions there are pocketbook ones that would be of more interest to the owners than the bylaws.

 

Is there a way to put them into an agenda (special or general orders) either with the notice (bylaws OOB give some leeway with "insofar as practicable") or at the meeting ahead of the amendments and revision?

 

See posts 18 and 31!  (Modifying as appropriate.)

 

Mention when you make the motion that these are pocketbook issues that are of more interest to the owners than the bylaws!

 

Read p. 363, "Taking up business out of its proper order."  I should have emphasized this weeks ago, when this thread started.  You know what?  REad all of Section 41.  You need to keep busy.

 

(ANd I think you should back-burner PL for a while.)

[Guest Zev]

I read those posts and 41. 41 is not easy for me to understand, but it seems that I need a 2/3 vote to change things around on the OOB no matter what vehicle I choose.

As Mr. Martin pointed out in post #39 the reason is that the Order of Business is written in the bylaws.

 

I prefer something that requires a majority vote, but it seems that is not available.

If you can get the bylaws amended and delete the Order of Business and instead adopt a Standing Rule on this subject, then the Order of Business could be modified at any meeting with a simple majority vote. See RONR/11 p. 18 ll. 20-23.

 

I can try reaching a 2/3 vote with a sales pitch on the 6 motions, but I'm not sanguine on the outcome.

Try it. You never know. Sometimes an assembly gets motivated once they see someone take some initiative and display some backbone.

 

However, if I must deal with a 2/3 vote, it seem Suspend the Rules to put New Business ahead of Bylaws on the OOB will serve my purpose, correct?

Yes. Such a motion can be made at any time during the meeting. See RONR/11 p. 363 and p. 261 ll. 26-29.

 

Addendum: I don't like STR because it is undebatable, which means I can't make a sales pitch UNLESS I take the liberty to make a longer than authorized intro before the chair shuts me up (which he might be too dumb to do). I would prefer one that is debatable.

Sure. There is no doubt you have a lot of investment in this upcoming event. After all, you feel passionate enough about your organization to the point of all this hard work. No need to be nervous about this for the simple fact that even if your entire set of amendments go down to defeat this does not mean that you have lost the battle, it only means a delay. You have a plan. You have the revision you wrote. You have more information and knowledge. And you have a boatload of experts here willing to help you. Can it get better than this?

[Josh Martin]

I read those posts and 41. 41 is not easy for me to understand, but it seems that I need a 2/3 vote to change things around on the OOB no matter what vehicle I choose. I prefer something that requires a majority vote, but it seems that is not available. I can try reaching a 2/3 vote with a sales pitch on the 6 motions, but I'm not sanguine on the outcome. However, if I must deal with a 2/3 vote, it seem Suspend the Rules to put New Business ahead of Bylaws on the OOB will serve my purpose, correct?

 

Hold on a bit. As I understand the facts, "Bylaws" is not a heading in the order of business in your bylaws. You are presuming that this will be added in the agenda sent out in the notice, but such a proposed agenda is of no consequence. It would require a 2/3 vote for you to move "New Business" ahead of "Bylaws" on the agenda if the assembly actually adopts an agenda which includes "Bylaws" as a heading in the order of business. Since this conflicts with the order of business in the bylaws, it would take a 2/3 vote to adopt such an agenda. As for the debatable issue, the motion to Amend Something Previously Adopted may be used to amend the agenda.

 

If the assembly does not adopt an agenda which includes "Bylaws" as a heading, then it would appear that any bylaw amendments will be considered under New Business, since there is no place for General Orders in your order of business. Therefore, you may make the motions you wish before another member makes a motion for one of the bylaw amendments. It's first come, first serve in New Business.

 

Alternately, it is also in order to amend the agenda while it is pending. Such a motion is debatable and requires only a majority vote, so long as the amendment does not conflict with the order of business in the bylaws - and so far as I can tell, none of the amendments you're proposing do. You could place your desired motions as individual motions in the agenda and even place the bylaw amendments in the desired order with this strategy.

[Josh Martin]

You provide me with some interesting options, but I don't see that we can proceed any further with this thread because I don't have the notice in front of me, so I have make too many assumptions. When I receive the notice, I'll open a new thread and lay out a plan for the readers to assault until I get it right.

 

I'm not sure why it matters what the notice says, at least for the question you're currently asking. The agenda in the notice is not binding. Only an agenda which is actually adopted at the meeting (and the order of business in the bylaws) are of any consequence.

 

BTW, you seem to be equating "agenda" with "OOB". I was severely reprimanded about that. You want to talk about it?

 

I am not equating the two. I used "agenda" when I meant "agenda" and "order of business" when I meant "order of business."

 

"An order of business is any established sequence in which it may be prescribed that business shall be taken up at a session of a given assembly. In the case of ordinary societies that hold frequent regular meetings, an order of business that specifies such a sequence only in terms of certain general types or classes of business and gives only the order in which they are to be taken up is normally prescribed for all regular meetings by the rules of the organization. The typical order of business of this kind is described on pages 353–60. In other cases, such as in a convention, an order of business expressly adopted for a particular session frequently assigns positions, and even times, to specific subjects or items of business; and to this type of order of business the terms agenda and program are applicable, as explained on pages 371–75. Although the terms order of business, agenda, and program relate primarily to the business of an entire session, the same terms are also applied to a part of the whole, in speaking of "the order of business," "the agenda," or "the program" of a meeting within a session." (RONR, 11th ed., pgs. 351-352)

 

In other words, an agenda is an order of business, but an order of business is not necessarily an agenda. The order of business in your bylaws is a general outline to be used for all meetings. The assembly may (but does not need to) adopt an agenda for a particular meeting, which could be more specific than the order of business in the bylaws and would require a majority vote for adoption. For example, the assembly could specify the order in which the particular bylaw amendments and other orders of the day are to be considered. If such an agenda conflicts with the order of business prescribed by the bylaws, however, such as by rearranging the headings in the order of business or adding new ones, that would require a 2/3 vote.

[Shmuel Gerber]

"If you can get the bylaws amended and delete the Order of Business and instead adopt a Standing Rule on this subject, then the Order of Business could be modified at any meeting with a simple majority vote. See RONR/11 p. 18 ll. 20-23."

This is not correct. An order of business is in the nature of a special rule of order, whether it is prescribed in the bylaws or adopted separately.

[Guest Zev]

Thank you Mr. Gerber. I obviously missed something somewhere. Is there a reference that clarifies this? It would be helpful.

[Edgar Guest]

I don't see that we can proceed any further with this thread . . . 

 

And yet you do proceed.

 

Why not take a break.

 

I'm sure we could all use one.

[Shmuel Gerber]

"If you can get the bylaws amended and delete the Order of Business and instead adopt a Standing Rule on this subject, then the Order of Business could be modified at any meeting with a simple majority vote. See RONR/11 p. 18 ll. 20-23."

This is not correct. An order of business is in the nature of a special rule of order, whether it is prescribed in the bylaws or adopted separately.

 

 

Thank you Mr. Gerber. I obviously missed something somewhere. Is there a reference that clarifies this? It would be helpful.

 

See p. 16, ll. 1-8 and p. 17, ll. 11-18

[Henry White]

How often should the Constitution and bylaws be revised?

[Josh Martin]

How often should the Constitution and bylaws be revised?

 

As often as they need to be.

 

For future reference, it's generally best to post a new question as a new topic, even if an existing topic is similar.