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Sean Hunt

Advice for consideration of new bylaws & amendments

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Hello friends!

I will be chairing a founding meeting tomorrow where a draft set of bylaws are being presented. There are a few amendments that are either going to be proposed or are likely to be proposed, and I would like to get my ducks in a row on the best way to handle them. Naturally enough, the consideration will proceed by paragraph, but there are some questions I have since this isn't a very common occurrence.

First, the proposal provides for several different classes of membership. One member is going to propose renaming them. This is a rather small change but will be pervasive through the bylaws. Should this be accepted during the consideration of the section defining the membership classes (since it's fundamentally about that section) or only as an amendment to the entire document?

Second, there is a similar amendment to rename one of the assemblies of the new organization, but it has some other grammatical changes. Is the answer the same?

Third, if an amendment necessitates changes to the provisos, how is that handled? On the one hand, it is out of order to move to amend the provisos before the main document is completed. On the other hand, it is out of order to move an amendment which leads to a nonsensical document. Should amendments to the provisos be accepted during consideration of the main document when they're required to make an amendment to the main document make sense?

Thank you all!

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In practice I would absolutely ask for unanimous consent to have the motion to change the name(s) include changing them anywhere they appear in the proposed bylaws.  The Members clause is probably where you'll encounter this first, so it's a fine place to get it done.  Maybe you can encourage your maker of the motion to phrase it that way from the start.

If they favor it (or don't) under the members class at least this issue will be put to bed. It would be more nonsensical to put it to a vote several more times throughout the document if the members favor it from the beginning and you run the risk of forgetting to change it in a particular section.

It won't be hard to change the provisos later in a similar fashion.

But I like things easy even if it's not perfect procedure as long as no harm is being done.

 

 

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58 minutes ago, Bruce Lages said:

Perhaps I'm just not seeing something. but what are these provisos that you are asking about?

I don't have an exact example right now, but to create a hypothetical, suppose we had something like the bylaws say "The officers shall be the President, Vice-President, Treasurer and Secretary." and the provisos say "Elections for President, Vice-President, Treasurer and Secretary shall immediately follow." If a member moves to strike "Treasurer" from the list of officers, the motion cannot be well-formed unless they also propose to do so from the proviso, but unless I have misread (which is quite possible) it is not in order to move to amend the provisos until after consideration of the main document is finished.

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2 hours ago, Sean Hunt said:

First, the proposal provides for several different classes of membership. One member is going to propose renaming them. This is a rather small change but will be pervasive through the bylaws. Should this be accepted during the consideration of the section defining the membership classes (since it's fundamentally about that section) or only as an amendment to the entire document?

Since the primary amendment is regarding the section defining the membership classes, the amendment is in order at that time. The fact that the conforming amendments affect other sections doesn't matter. Nothing in the paragraph on conforming amendments suggests to me that considering a document by paragraph or seriatim changes how such amendments are handled.

2 hours ago, Sean Hunt said:

Second, there is a similar amendment to rename one of the assemblies of the new organization, but it has some other grammatical changes. Is the answer the same?

Yes.

2 hours ago, Sean Hunt said:

Third, if an amendment necessitates changes to the provisos, how is that handled? On the one hand, it is out of order to move to amend the provisos before the main document is completed. On the other hand, it is out of order to move an amendment which leads to a nonsensical document. Should amendments to the provisos be accepted during consideration of the main document when they're required to make an amendment to the main document make sense?

I'd say that conforming amendments are in order, even for the provisos.

I think reading up on conforming amendments may be advisable. See RONR, 11th ed., pgs. 273-274.

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12 minutes ago, Josh Martin said:

I think reading up on conforming amendments may be advisable. See RONR, 11th ed., pgs. 273-274.

Don't have my copy of the book handy at the moment, but somehow I missed this section and just was thinking of conforming amendments as being a compound motion composed of multiple other motions, with no special treatment. I'll have to take a look. Thanks!

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14 minutes ago, Sean Hunt said:

Don't have my copy of the book handy at the moment, but somehow I missed this section and just was thinking of conforming amendments as being a compound motion composed of multiple other motions, with no special treatment. I'll have to take a look. Thanks!

Conforming amendments are, essentially, several amendments which must be made together, in order for the document as a whole to make sense. As such, they are treated similarly to other compound motions, but the key difference is that they are not divisible.

The example used in the text relates to changing the name of a committee which is referred to multiple times throughout a resolution, which seems quite similar to the amendments you expect at this meeting.

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Now that I've actually had a chance to look at the book, there's no text to me which seems to resolve this question. I agree that this is definitely an example of conforming amendments, but I'm not sure I agree that the text of pp. 273-274 indicates that conforming amendments are in order even during consideration seriatim. That said, pp. 276-277 are rather vague about the effects of consideration by paragraph on amendments period, so I could accept an argument that conforming amendments are permitted.

(the bit about provisos, it appears, was a red herring. I was confusing it with the discussion of the preamble near the bottom of p. 278, although I suppose my question could equally apply to a conforming amendment to a preamble)

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