Parent organization change forces a change in bylaws

[Guest Guest]

Hi,

 

When an organization of higher authority makes a change that affect your local organizations bylaws does the bylaw committee write up the change and amend the bylaws or does a vote (following the amendment process) need to be followed?

 

If you need to follow the amendment process and the amendment is voted down/defeated, then what?  You will be left with conflicting bylaws.

 

I believe I may have read that there is a term for amending bylaws when they don't comply with a higher authority but don't remember where I saw it.  Does anyone know?

 

Thanks, looking forward to your input.

[Edgar Guest]

If you need to follow the amendment process and the amendment is voted down/defeated, then what?  You will be left with conflicting bylaws.

 

When there's a conflict, the superseding rule (i.e. the one in the parent document) prevails. That's, apparently, the current condition.

 

It's just as if there was a conflict between the bylaws and RONR (which there sometimes is). The bylaws prevail.

 

So voting to defeat the required amendment is futile.

[jstackpo]

RONR doesn't have much to say about this other than noting the possibility of a superior body bylaws controlling a subordinate unit bylaws (or the like). P. 567.

 

The details of what you must do are (one can only hope) found in either (or both) sets of bylaws.  Plus any penalties for failing to do so.

[George Mervosh]

"If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points."  RONR (11th ed.), p. 567

 

This passage talks about drawing up the bylaws of a subordinate body initially.  What to do when you already have bylaws and certain provisions must conform to the superior body's bylaws isn't really clear.

 

For example, the National Association of Parliamentarians amended the dates of their fiscal year.  All subordinate units were required to do so as well, but in my state association we actually had to follow the amendment process to change it, as the change was not automatic.  Had we voted not change it, or didn't bother to propose an amendment I'm sure would have put us afoul of the national group, and I'm sure there would have been consequences, but the superior bylaws as written didn't automatically change the state's bylaws.

 

So I guess the answer is - we don't know.  You should check with the superior body to see if you must propose an amendment, or whether the change is automatic.

[Timothy]

If it is necessary to amend the bylaws to be in compliance with a higher authority rule, no, the bylaw committee would not just write up the change and amend the bylaws without going through the normal process of amending the bylaws. Consider that there may be some leeway in the wording that is used or more than one way to be in compliance. Yes, the change could be voted down, but that just means there is more work to do before the bylaws are in compliance.

[Richard Brown]

When there's a conflict, the superseding rule (i.e. the one in the parent document) prevails. That's, apparently, the current condition.

 

It's just as if there was a conflict between the bylaws and RONR (which there sometimes is). The bylaws prevail.

 

So voting to defeat the required amendment is futile.

 

You don't want to keep an invalid bylaw provision "on the books".  In essence, your national office (or whatever it is)... a higher authority...  has declared  one of your bylaw provisions to be impermissible.   Some people will say It becomes void and unenforceable.   One thing is for sure: As long as it is there, it will cause confusion and conflict. 

 

Let's say your local unit of the Pink Panther Society has a bylaw provision that says "Members shall wear pink skullcaps in parades".  A parade is coming up and Member A, knowing your bylaws, plans to wear his old pink skullcap in the parade as he's been doing for years.  He brings it with him to the parade.  Member B says, "You can't wear that.  You have to wear a blue one. The national office passed a rule that says members must wear blue skullcaps in parades". 

 

Member A will say, "But our bylaws say we shall wear pink skullcaps in parades."  He pulls out his pocket copy of the local bylaws and says, "Look: it's right here".  Member B repeats, "But National passed a bylaw amendment that says "local units shall require members to wear blue skullcaps in parades".  

 

Member A will say again, "Who  are they to tell us how to run our unit?  Our bylaws say we shall wear pink".  And then year after year, or once every few years, the local unit will go through that argument until the conflicting provision in your own bylaws is removed or changed to comply with the dictates of the higher authority: your national office. 

 

Don't be like the Louisiana legislature and allow an invalid (unconstitutional) "law" to remain on the books.  It only causes problems.  Years ago the courts declared one of our laws unconstitutional.  But the statute is still on the books.  The legislature has refused to repeal it.  And because it's still on the books, police officers are still arresting people based on a statute that the courts declared years ago to be unconstitutional.  Don't be like the Louisiana Legislature.  Fix it. 

[Edgar Guest]

You don't want to keep an invalid bylaw provision "on the books".

 

I'm certainly not suggesting that. Hence the word "futile".

[Richard Brown]

I'm certainly not suggesting that. Hence the word "futile".

I'm not suggesting "you" do!!!!  Quite the opposite!  I used the term generically, and it was actually directed at the original poster, not "you".   Perhaps I should have said, "One does not want to keep an invalid bylaw provision on the books, does one"?    Or, as a Jr High history teacher was fond of saying, "do we"?    She absolutely LOVED the collective "we".  "We don't do that, do we"?  Apparently I did, on occasion.  

[Edgar Guest]

 . . . it was actually directed at the original poster, not "you". . . . it was actually directed at the original poster, not "you".

 

Ah. I was misled by the fact that you included my post in yours. That's usually a way of indicating which, of many previous posts, one is replying to.

[Kim Goldsworthy]

When an organization of higher authority makes a change that affect your local organizations bylaws . . .

 

Q1. Does the bylaw committee write up the change and amend the bylaws

or does a vote (following the amendment process) need to be followed?

 

Q2. If you need to follow the amendment process and the amendment is voted down/defeated, then what?  You will be left with conflicting bylaws.

 

Q3. I believe I may have read that there is a term for amending bylaws when they don't comply with a higher authority but don't remember where I saw it.  Does anyone know?

 

 

A1. Definitely, a VOTE is necessary to amend one's bylaws.

No committee can change substantive wording.

(Puctuation and spelling is a different case; a committee could be so empowered.)

 

A2. Then, you will have to try again.

Just because Attempt #1 was voted down, that does not imply "you can never try Attempt #2". Or Attempt #3.

You will be out of compliance for as long as the Attempts fail.

Sooner or later, a majority will settle on "good enough" wording, I am sure.

 

A3. The term in Robert's Rules of Order you might be looking for is "requisite points."

In RONR, bylaws need not match between the higher body and lower body, except for those few areas where affiliation would be forfeited due to non-compliance.

Just because the International organization does X, that by itself does not imply that the state affiliate must do X.

Only "requsite points" need to be complied with.