wesleyjr Posted February 21, 2015 at 07:27 PM Report Share Posted February 21, 2015 at 07:27 PM at our recent meeting, the presiding officer allowed a set of by-laws to be voted on that contained 2 errors. (conflict with the state by-laws) To correct this issue, does the presiding officer, 1. rescind the vote taken, start over 2. make the necessary corrections that would place it within the parameters of the state by-laws without a vote from the organization. 3. does the official process start all over, proposal, motion and vote. I thank you in advance for any and all comments. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 21, 2015 at 07:29 PM Report Share Posted February 21, 2015 at 07:29 PM 3. Link to comment Share on other sites More sharing options...
Richard Brown Posted February 21, 2015 at 07:37 PM Report Share Posted February 21, 2015 at 07:37 PM Agreeing with Edgar Guest's succinct suggestion, I would add that at the next meeting someone should raise a point of order that the bylaws in question violate the state bylaws and are therefore void and of no effect. Hopefully, the chairman will rule the point of order well taken and rule that the adoption of the bylaws is null and void. His ruling can be appealed to the assembly. Then, do as Mr. Guest suggested (and as you suggested in item 3) and start over. Edited to add: It is probably not necessary to declare the entire set of new bylaws null and void. The point of order can be raised that only the specified provisions violate the state bylaws and that only those provisions are null and void. Then, you can correct those provisions via an amendment to the bylaws. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 21, 2015 at 09:02 PM Report Share Posted February 21, 2015 at 09:02 PM Edited to add: It is probably not necessary to declare the entire set of new bylaws null and void. The point of order can be raised that only the specified provisions violate the state bylaws and that only those provisions are null and void. Then, you can correct those provisions via an amendment to the bylaws. If the new set of bylaws was adopted in its entirety as one main motion, I don't believe it is possible to declare just part of that motion to be null and void. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 21, 2015 at 09:09 PM Report Share Posted February 21, 2015 at 09:09 PM If the new set of bylaws was adopted in its entirety as one main motion, I don't believe it is possible to declare just part of that motion to be null and void. But isn't it the conflicting bylaw, and not the motion, that's null and void? Or at least null. Or maybe just void. Link to comment Share on other sites More sharing options...
Richard Brown Posted February 21, 2015 at 09:41 PM Report Share Posted February 21, 2015 at 09:41 PM If the new set of bylaws was adopted in its entirety as one main motion, I don't believe it is possible to declare just part of that motion to be null and void.I disagree. Are you saying that if an incorporated society adopts a ten page set of bylaws and only one provision conflicts with a provision of the state's corporation laws that the entire set of bylaws is null and void? I'm pretty confident that only the forbidden provision would be invalid. It seems that the same principle would apply to a set of local unit bylaws that has only one provision that is in conflict with the state or national bylaws. I don't think you throw the baby out with the bath water. If you have a citation to the contrary, I would very much like to see it. Link to comment Share on other sites More sharing options...
DanielEHayes Posted February 21, 2015 at 10:41 PM Report Share Posted February 21, 2015 at 10:41 PM If the new set of bylaws was adopted in its entirety as one main motion, I don't believe it is possible to declare just part of that motion to be null and void. If you have a citation to the contrary, I would very much like to see it.Mr Brown, I think Mr Martin might be referencing :1) No Main Motion is in order that conflicts with the corporate charter.......;and to the extent that procedural rules applicable to the organization or assembly are prescribed by federal, state, or local law, no main motion is in order that conflicts with such rules. (RONR 11th ed. p.111.ll.4-10)and it's a continuing breech (RONR 11th ed. P. 251. ll.16-17) (RONR 11th ed. p.251. ll. 25-26.)I think since it was all adopted as one main motion, that renders the whole motion null and void, wouldn't it? Especially considering they caught this early..wouldn't it be just as easy to declare the whole thing out of order and "amend" the bylaws into it's proper legal posture and put the motion before the body to vote on? That will avoid any possible challenges going forward that the whole thing was null and void to start with because of that initial breech. Link to comment Share on other sites More sharing options...
DanielEHayes Posted February 21, 2015 at 10:58 PM Report Share Posted February 21, 2015 at 10:58 PM But then if what I said above applied and the whole bylaws were null and void..but you found out 10 years later that you have entirely voided bylaws..would that make everything you did null and void? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 22, 2015 at 12:14 AM Report Share Posted February 22, 2015 at 12:14 AM I disagree. Are you saying that if an incorporated society adopts a ten page set of bylaws and only one provision conflicts with a provision of the state's corporation laws that the entire set of bylaws is null and void? I'm pretty confident that only the forbidden provision would be invalid. It seems that the same principle would apply to a set of local unit bylaws that has only one provision that is in conflict with the state or national bylaws. I don't think you throw the baby out with the bath water. If you have a citation to the contrary, I would very much like to see it. As Mr. Hayes points out, if a main motion is adopted which conflicts with the bylaws, the main motion is null and void. I believe the same principle would apply to a main motion which conflicts with a clearly requisite point in the parent organization's bylaws. The motion to adopt the revision is null and void. The society may, of course, prepare a new revision which is not in conflict with the parent organization's bylaws. But then if what I said above applied and the whole bylaws were null and void..but you found out 10 years later that you have entirely voided bylaws..would that make everything you did null and void? No. If a revision was adopted which was later found to be null and void, this would mean that the previous bylaws were still in effect. Main motions which conflicted with those bylaws would be null and void, but there is no reason that everything that the society had done during that time would be void. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 22, 2015 at 02:15 PM Report Share Posted February 22, 2015 at 02:15 PM I believe the same principle would apply to a main motion which conflicts with a clearly requisite point in the parent organization's bylaws. Assuming the motion was properly adopted, isn't it the rule, and not the motion, that's null and void? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 22, 2015 at 07:15 PM Report Share Posted February 22, 2015 at 07:15 PM Assuming the motion was properly adopted, isn't it the rule, and not the motion, that's null and void? A revision which contains rules which conflict with the bylaws of the parent society cannot have been "properly adopted." Additionally, there is nothing on pgs. 250-251 which suggests that the chair can declare a rule null and void. He can declare the main motion to adopt that rule null and void - and, in this case, that main motion also includes the adoption of other rules. The other way of handling this would be for the membership to amend the bylaws to remove the conflict and, if a situation arises regarding these rules in the meantime, for the chair to rule that the provision in the parent bylaws is controlling. That may be the route to go if, as Mr. Hayes suggests, the conflict is not caught until some time later. Indeed, by that time it may no longer be clear what the bylaws were previous to the revision. Since this was caught relatively quickly, however, I think it may be more desirable to just start the process over and get it right this time. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 22, 2015 at 09:47 PM Report Share Posted February 22, 2015 at 09:47 PM The other way of handling this would be for the membership to amend the bylaws to remove the conflict and, if a situation arises regarding these rules in the meantime, for the chair to rule that the provision in the parent bylaws is controlling. That may be the route to go if, as Mr. Hayes suggests, the conflict is not caught until some time later. Indeed, by that time it may no longer be clear what the bylaws were previous to the revision. Since this was caught relatively quickly, however, I think it may be more desirable to just start the process over and get it right this time. Yes, this is in line with what I was thinking. Let's first assume the bylaws were not amended pursuant to a notice of revision. Suppose, for example, a society properly amends its bylaws to increase the size of the board and to permit the board to meet electronically. Later it's discovered that an applicable, superior rule prohibits meeting electronically. Can (should?) the motion be ruled out of order just because one part of it violated an (at the time) unknown superior rule? I find myself in sympathy with Mr. Brown's "baby/bathwater" analogy. Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 23, 2015 at 12:43 PM Report Share Posted February 23, 2015 at 12:43 PM The only thing that we have been told is that the new set of bylaws which were adopted contain two provisions which conflict with "the state by-laws". This does not necessarily mean that a main motion was adopted that conflicted with the bylaws of the organization which adopted it. What, exactly, did the previous bylaws say about their amendment? Link to comment Share on other sites More sharing options...
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