Bylaws Approval Process

[Guest W. Watson]

I am a member of an organization that is incorporated, is multinational in scope, has affiliate units, and has adopted RONR. However, I am of the opinion that the method that the organization uses to adopt it Bylaws amendments conflicts with other parts of its Bylaws. So I would like to have your professional opinions (and I understand that each assembly interprets it own Bylaws) before bringing it up to my assembly.

 

Now, we state very specifically in our Bylaw document that the voting body for adoption of all Bylaws and the election of officers is our membership.  However, the members never meet and we have a Board that makes decisions on all other matters (except Bylaw amendments and officer elections).  The Board members consist of delegates that are elected by their affiliate units plus the six (6) elective officers of the organization.

 

The process for adoption of Bylaws is that the Bylaw proposal is submitted to our standing committee on Bylaws who then checks to see if it conflicts with other Bylaw statements and can be codified into the current Bylaws. The Bylaws Committee then send its findings to our Board within one (1) month of their next Board meeting. The Board then votes as to whether to approve the Bylaw amendment and if they approve the amendment it is then sent to the membership for a majority vote that is required for adoption.  Unfortunately, if the Board does not vote to approve the amendment then the proposed amendment essentially dies in the Board meeting and no one knows the membership desire on the amendment.

 

The above process appears to have the following flaw! If the Board does not approve of the Bylaw amendment then it is not sent out to the membership for a vote. So we would have a situation where the Board can kill a Bylaw proposal that the membership could be interested in adopting. Per our rules, a delegates on the Board must vote according to their affiliate unit wishes. When we have officer elections, the election ballot goes directly to the membership and not to the Board. The Board members vote as part of their affiliate unit. It seems that the same should hold true with a Bylaw amendment since the membership (and not the Board) is the voting body.  That is, the Bylaws committee should send their finding out to the membership directly and let the membership decide (the Board members have a vote as a member of their constituent unit). Could you please comment and I apologize for being somewhat lengthy but I tried to present enough detail for you to give (I hope) an opinion. 

    

[Curiosulus]

Do your bylaws authorize voting by mail? What do they say about the process?

[Gödel Fan]

Well, when you say that this is your process, do you mean this is the process prescribed in the bylaws?  If so, then your bylaws have themselves delegated this sort of "veto power" to the board, and, whether this is wise or not, it's what you must do, since your bylaws take precedence.  (Why might it be unwise?  Well, imagine trying to change it...)  If, on the other hand, you're just describing what is done, and your bylaws do not authorize the board to approve/disapprove of motions to amend the bylaws, then this procedure is entirely inappropriate.  (If your bylaws are silent on the matter, then under RONR, the board has no role in the amendment of bylaws except in the unusual case of a board that answers to no assembly.)  So the answer to your question hinges on where the procedure you describe is found.

 

Next, you refer to "sending" all these things to the membership, and that the membership doesn't vote.  Do your bylaws provide for this sort of absentee voting?  If not, then your members can't vote this way.  

[Guest Guest]

You raise some good points but the Bylaw language is unclear. 

Here is the quote in the first paragraph of the Bylaws

“Amendments to these bylaws shall be accomplished using Reply Cards and the United States Postal Service, with the entire membership of NPA being eligible to vote. A majority vote in the affirmative shall adopt a proposed amendment or revision of the existing bylaws.”

 

But two paragraphs later here is what is quoted

“After final approval by the Board of Directors, Reply Cards, or a single Reply Card in case of a complete revision, shall be prepared by the Bylaws Committee and forwarded to the NPA Corresponding Secretary for mail-out to the Chapter Presidents who will in turn furnish copies for review by his/her Chapter membership.”

 

It is not clear what is being approved. Approval to send out all the Bylaw statements that are received or to just send out those that are voted on and receive an affirmative vote:

 

[Curiosulus]

I don't think it matters which way you split the hair. Your bylaws clearly give the board power to approve or disapprove sending out proposed amendments to the membership. So yes, the board can kill any amendment it doesn't like. That's the power you've given them in the bylaws.

[Gödel Fan]

I concur with the comment above.  The rules given are ambiguous in that I can easily think of at least 3 different interpretations, which make some differences in procedure, but all of them give the board the power to veto bylaw proposals.  The remaining ambiguity (and, if you disagree that what I've said is clear, that remaining ambiguity too) can only be handled by your organization.