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amending or restating bylaws


JeffUrsillo

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1 minute ago, JeffUrsillo said:

Does RONR address the difference between the two? I read on "RONR for Dummies" (not sure how accurate that is, hence my question) that amendments need to go through the entire voting process, but a restating can be issued by the head officer of the organization. 

 

Jeff 

RONR doesn't mention anything about "a restating".  What is it?

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this is the best explanation I could find..

"

Bylaw Contents

Bylaws contain the details pertaining to a corporation’s name and location, board of director positions, election procedures, stock certificates and dividends, meeting protocols and any other topics the board members believe are fundamental to the governance of the organization.

Restatements

There are instances when sections in the bylaw document need clarification. In an instance in which the wording seems confusing to board members or needs to be stated in a different manner to better clarify the statement, the section would be restated to reflect the clarification.

 

Amendments

There may be times when board members decide elements in the bylaw document are no longer relevant or valid. In this instance, the board could opt to amend the bylaw document by making the needed substitution, alteration or omission. Unlike the restatement that simply reaffirms a statement in the bylaws, the amended bylaw’s meaning is changed.

Restate or Amend

If there is an occasion that requires a fundamental change such as an amendment or a restatement, the board may need to make a determination about whether to restate a confusing bylaw, alter its meaning in a significant way or omit the statement completely. If changes must be made to the bylaws, the board uses the protocols outlined in the bylaws for making amendments or alterations.

 

From BizFluent.com

 
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1 minute ago, JeffUrsillo said:

There are instances when sections in the bylaw document need clarification. In an instance in which the wording seems confusing to board members or needs to be stated in a different manner to better clarify the statement, the section would be restated to reflect the clarification.

 

There is no such thing in RONR.  To change the wording of a bylaw (unless your organization has adopted some provision like a Style Committee), you amend it.  I haven't read the Dummies book (it is an exercise for the reader if that is because I am not a dummy, or despite being one), so I have no idea what it says on the subject, but if it claims there's some difference between amending the words and changing the effect (just where do effects come from, after all?) then I might question if "for" should be changed to a different preposition.

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22 minutes ago, JeffUrsillo said:

Does RONR address the difference between the two? I read on "RONR for Dummies" (not sure how accurate that is, hence my question) that amendments need to go through the entire voting process, but a restating can be issued by the head officer of the organization. 

For starters, I have a copy of the current edition of Robert’s Rules for Dummies, and know it rather well, and I was unable to find the language you are referring to. The website you have quoted may be referring to an outdated edition. Or perhaps they just made up their own stuff and it is not affiliated with the actual Dummies line.

In any event, the only way to change the wording of the bylaws is through the amendment process.

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13 minutes ago, JeffUrsillo said:

Josh, here is the RR for dummies page that I mentioned above.
http://www.dummies.com/careers/business-skills/roberts-rules-for-amending-bylaws/

I didn't find anything there about "Restatement" but it did mention the distinction between specific amendments and a revision, especially as regards scope-of-notice considerations.

However, the term amendment may be properly applied to anything that leaves the bylaws changed--anything from changing a single comma to revising the whole shebang. 

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I'm familiar with all three editions of Robert's Rules for Dummies and don't recall any of the quoted provisions regarding "restatement" of bylaws in any of the editions. Mr. Jennings is an outstanding Parliamentarian and I believe all three editions are excellent books which can be a great help in understanding RONR. I have found them very true to RONR .

As Mr. Jennings says himself, his Dummies books are not intended to be substitutes for RONR, but rather are books about RONR. I recommend them frequently.

The current edition is the 3rd edition.

Edited by Richard Brown
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  • 1 year later...

We need to strengthen our Board of only 3, who are making poor decisions and avoiding all bylaws. The wording in our bylaws are:

ARTICLE XII - AMENDMENTS

These bylaws may be amended at any General Meeting of members by two-thirds (2/3) majority vote of those present. Amendment will be presented in writing to all members at the previous meeting.

The question is, can we as members, propose an amendment to bylaws directly to members. Does it have to go through the Board of three first? 

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