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Proposal brought forth before Board


Guest Wesley Yuri
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I am on a Board asked to vote on a new constitution. Part of the constitution was in violation of our By Laws. A motion was made to vote on the constitution with the understanding that counsel would correct that part of the constitution. I argued that we could not vote on it unless it was spelled out exactly to us before the vote. We could not approve something trusting that general counsel would get it right. Any insight is appreciated or direct area of Roberts Rules that I can get info on this

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There are really two separate issues here:

25 minutes ago, Guest Wesley Yuri said:

 A motion was made to vote on the constitution with the understanding that counsel would correct that part of the constitution. I argued that we could not vote on it unless it was spelled out exactly to us before the vote. We could not approve something trusting that general counsel would get it right.

While there does not appear to be any explicit prohibition in RONR against approving something with the proviso that part of it would be corrected later by a third party, it seems to me that it would be extremely unwise to do that. You are correct that you would be trusting your general counsel to get it right, and not have a simple corrective process to undo the counsel's work if he or she did not get it right, since whatever alterations the counsel makes are pre-approved. That, of course, is especially dangerous when it involves the organization's governing documents.

The second issue:

25 minutes ago, Guest Wesley Yuri said:

I am on a Board asked to vote on a new constitution. Part of the constitution was in violation of our By Laws.

If RONR is your parliamentary authority, your constitution is a superior document to your bylaws, so no part of the constitution can be said to be in violation of your bylaws. Your constitution may contain provisions that are in conflict with your bylaws, but the provisions of the constitution will take precedence. Now, obviously, you should not knowingly adopt provisions for either document that conflict with those of the other document. But if you do adopt this new constitution, its provisions will govern, and thus overrule the conflicting provision(s) in the bylaws. Then you will need to amend either one of the documents to remove the conflict, and should do so as soon as possible if it comes to that.

Edited by Bruce Lages
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You were correct.  It should not be voted on until the verbiage is exactly right.  Why couldn't it have been amended on the floor to fix it?

I note, however, that you said you are voting on a new CONSTITUTION but you believe some part of it violates your BYLAWS.  A  constitution outranks bylaws and controls if the constitution and bylaws contain conflicting provisions.  So, I'm a bit confused as to just what is going on.

One other point/question:  You said you are on a BOARD that is voting on a new constitution.  Usually it is the general membership, not the board, that votes on amendments to (and revisions of) the bylaws and the constitution.  What is the case with your organization?  Does the board have final say or does this revision go next to the membership for a vote?  Or is this a "free standing board" without a general membership?

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