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Ratify Bylaws


Mark Apodaca, PRP
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There was a business meeting during a conference during the early part of June.  During the business meeting, the members of the assembly voted and approved to call a special business meeting just to focus on amending the bylaws.  As the association's parliamentarian, I received 50 pages of amendments in about a week before the conference.  When I reviewed the documents, the amendments were mostly grammar corrections.  

One board member told me that after the bylaws are amended during the special business meeting in September, they do not become effective until 2021 when the next business meeting takes place at the conference and they have to be ratified by the assembly.

Two things I explained to the chairperson of the bylaws committee.  One, grammar corrections are not amendments.  The current bylaws were developed by an attorney and cost the association $7,000.  Secondly, the bylaws amendments become effective after they pass and the updated bylaws become effective after the close of the special business meeting.

Am I missing anything?

 

Mark

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31 minutes ago, Mark Apodaca said:

Two things I explained to the chairperson of the bylaws committee.  One, grammar corrections are not amendments.

This is incorrect. Any change in the bylaws, no matter how minor, is an amendment.

33 minutes ago, Mark Apodaca said:

Secondly, the bylaws amendments become effective after they pass and the updated bylaws become effective after the close of the special business meeting.

It is correct that the amendments take effect immediately, unless the bylaws themselves provide otherwise, or if a proviso is adopted specifying a later effective date.

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43 minutes ago, Mark Apodaca said:

Secondly, the bylaws amendments become effective after they pass and the updated bylaws become effective after the close of the special business meeting.

Am I missing anything?

I agree with the response by Josh Martin, but I am going to quibble a bit with your statement that I have quoted above. When we say that bylaws amendments become a part of the bylaws immediately upon adoption, we mean to use the word immediately to mean just what it says, meaning that bylaw amendments take effect instantly upon adoption, not at the end of the meeting, unless a later date or time has been specified. So, if you are adopting a series of bylaw amendments, each amendment takes effect immediately upon being adopted, one after the other.

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55 minutes ago, Mark Apodaca said:

Even if with the change in grammar, the meaning is the same?

From a parliamentary point of view regardless of whether the textual change produces a change in meaning it is still an amendment.

56 minutes ago, Mark Apodaca said:

But if same meaning and different way to say it, you still need to vote on it?

It matters not. Everything needs to be voted on. However, if you distribute the entire list to each member present at the meeting one way to save time is to put the entire list of amendments in gross, that is, all of them at once by way of one single vote.

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2 hours ago, Mark Apodaca said:

Even if with the change in grammar, the meaning is the same?  If the grammar changes caused a different meaning, I understand.  But if same meaning and different way to say it, you still need to vote on it?

Yes.

Even so much as a comma requires a motion to amend.

There are  rules that allow renumbering of paragraphs where something has been inserted, but no changes to the language.

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8 hours ago, Mark Apodaca said:

Even if with the change in grammar, the meaning is the same?  If the grammar changes caused a different meaning, I understand.  But if same meaning and different way to say it, you still need to vote on it?

Any change in the bylaws, no matter how minor, must be approved by the assembly through the procedures required for an amendment to the bylaws. This process may, however, often be accomplished quite quickly for such simple matters as grammatical corrections. I suggest presenting all of the grammatical amendments together as a single package to be voted on in gross, and that the chair request unanimous consent for their adoption. Presumably, no member will have any objections to this. (In the unlikely event that they do, debate and a vote will be required, and a member may even pull a particular amendment for separate consideration if desired).

There is a rule which permits certain technical changes relating to captions, headings, article and section numbers, and cross-references (not grammatical changes in the body of the text) in the case of an amendment or revision which has just been adopted, but even in those cases, the assembly must adopt a motion authorizing this. If changes are desired at a later date, amendments are necessary.

Edited by Josh Martin
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13 hours ago, Mark Apodaca said:

One board member told me that after the bylaws are amended during the special business meeting in September, they do not become effective until 2021 when the next business meeting takes place at the conference and they have to be ratified by the assembly.

Do your current bylaws say that amendments have to be ratified by the assembly?

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7 hours ago, Joshua Katz said:

Which, thankfully, saves organizations from endless arguments about whether a change is a real change.

Exactly.  The debate on whether changing a comma could materially affect the language can easily dwarf that on whether the comma should just be changed already.

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19 hours ago, Mark Apodaca said:

The current bylaws do not mention anything about ratifying the bylaws.  It was probably in the 2011 bylaws which the officer was discussing and I told him that there was nothing in the 2017 bylaws.  

And what body is authorized to amend the bylaws?  I'm still trying to decode the original question, which sounds like if the assembly passes a bylaws amendment, it has to wait for the assembly to ratify it.  Say what-now?

Can you clearly delineate which of the meetings you referred to were board meetings, if any, and which are general assembly meetings?

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The word "misspell" or "misspelled" does not occur in this book with the single exception of the word "misspelling," which appears in the context of a voter having written the name of a candidate on a ballot.

There is nothing in this book that suggest that bylaw amendments are treated one way for words spelled correctly and a different method for words that are misspelled. Consequently, I cannot direct you to a place that mentions this subject specifically. What we are left with is the single method of dealing with isolated changes, starting at the bottom of page 592. 

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