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Annual Bylaws Review and Change


hswolfmaniac
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Wow. I have been reading some of the discussions concerning bylaw changes. They are quite extensive. Here's my question. Our Post bylaws state we are to review and make changes to our bylaws annually in June. We have our elections in May, and our Department has its convention and elections in June. The Commander and some of our members agree that we need to change the annual review in our bylaws to something more manageable. I believe the bylaws should be reviewed as often as necessary or when numerous changes need to be made, and not wait for the annual requirement. There is too much going on in May and June to fulfill this annual requirement during this time frame. I suggested to our Commander to establish a bylaws committee in order to submit changes to our membership, and he agrees, but he also believes we cannot do anything until June, which is understandable, yet there are numerous outdated information and  changes that must take effect immediately. I understand that we cannot "suspend" the annual bylaws/rule, but something must be done. I am the Adjutant of our Post, and the bylaws must be reviewed as soon as possible. How may I move to change that rule? Am I able to make a motion via an amendment to something previously adopted in order to have the bylaws committee start their review, and then make the change permanent during the review process? I know I have to notify all of our members in order to approve this change, but if I don't notify the entire membership, then a 2/3 will be required of those present at our meetings (which averages between nine and fifteen members present (our membership is less than 80 and dwindling via unpaid members)). After all is said and done, how may I propose the change to that particular rule? Our Post is only 5-1/2 years old, and the bylaws have not been changed in over three years. I know the wording in the motion is very important. Here's the exact partial wording in the bylaws: "This Constitution may be amended by resolution at the annual meeting. Proposed amendments shall be submitted in writing to the Executive Committee for its review and presentation at the next annual meeting. Copies of proposed amendments shall be distributed by mail to all Post members at least 10 days prior to the date of the vote..." (The rest of this rule specifies the distribution to Department and National Headquarters.) (And here's the catch-22: if the current commander does not review the bylaws before his/her term of office ends, then the new incoming commander has to wait until the following annual meeting before anything can be done to the bylaws, and if this commander fails to review the bylaws before his term has ended, then the new commander must ensure it's done. The cycle continues. We also, that I am aware of, do not have an executive committee.)  Any suggestions will be greatly appreciated. Thank you.

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There is no way to do what you wish. What you want to do is change the bylaw specifying how the bylaws are to be amended. To do that, you must follow the present rules for amending the bylaws. The procedure may not be suspended nor changed in any other manner. 

By the way, the standard threshold for amending a bylaw provision, unless your rules contain another, is notice AND a 2/3 vote, or a majority of the entire membership voting in the affirmative.

Your "catch-22" isn't actually a catch-22, just a delay, but in any case, I don't see anything that says the Commander reviews and approves bylaw amendments. It says the Executive Committee reviews them, but doesn't say that approval is needed, so far as I can see - it says it then presents them, not that it can veto them. If you don't have an Executive Committee (meaning your bylaws do not establish one) it seems to me that that requirement is waived. If, on the other hand, you mean that the Executive Committee simply hasn't been populated, your organization should get on that.

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36 minutes ago, Joshua Katz said:

There is no way to do what you wish. What you want to do is change the bylaw specifying how the bylaws are to be amended. To do that, you must follow the present rules for amending the bylaws. The procedure may not be suspended nor changed in any other manner.  

By the way, the standard threshold for amending a bylaw provision, unless your rules contain another, is notice AND a 2/3 vote, or a majority of the entire membership voting in the affirmative.

Your "catch-22" isn't actually a catch-22, just a delay, but in any case, I don't see anything that says the Commander reviews and approves bylaw amendments. It says the Executive Committee reviews them, but doesn't say that approval is needed, so far as I can see - it says it then presents them, not that it can veto them. If you don't have an Executive Committee (meaning your bylaws do not establish one) it seems to me that that requirement is waived. If, on the other hand, you mean that the Executive Committee simply hasn't been populated, your organization should get on that.

I've learned from reading the other discussions and RONR concerning suspension of rules that we're not able to suspend that rule, but I was hoping to be able to make a motion that allows us to start the review and complete the process without having to wait another year. We meet on a monthly basis -- not an annual basis. I believe when the bylaws were originally established, the charter members were following the National's bylaws' format without taking into consideration we meet monthly, and we shouldn't have to wait a year to adopt changes.

I kind of figured it was 2/3 from a past topic I had submitted. I learned, from having been a VFW adjutant, the membership must be notified of the impending review. I also learned the membership is the final approval authority.

Based on what you're saying, even if the Executive Committee (EC) was to be populated, we would still have to wait a year before we can do anything in approving those changes, which is not conducive to what must be done in completing our business. Submitting the changes to the EC, without our being able to approve the changes once the EC agrees the changes are valid, is an unnecessary "delay" (as you've correctly called it) at this time. There has to be  way for us to start the review process now, and then approve the changes shortly thereafter without waiting for an annual meeting.

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3 hours ago, hswolfmaniac said:

There has to be  way for us to start the review process now, and then approve the changes shortly thereafter without waiting for an annual meeting.

No, there doesn’t.

”Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25.” (RONR, 11th ed., pg. 263)

You say that your bylaws “state we are to review and make changes to our bylaws annually in June.” If this is the case, this process must be followed unless and until the bylaws are amended to change it, and they may only be amended by following the process as it exists in your current bylaws. I cannot say for certain since I have not seen the exact wording of this rule, but it is very possible that there is no way “to start the review process now, and then approve the changes shortly thereafter without waiting for an annual meeting.” If your bylaws say that they are amended at the annual meeting, then that’s what you have to do.

Edited by Josh Martin
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I don't have much time at the moment, but feel compelled to make this comment. Perhaps I am missing something, but I see no reason for the members of this organization to have to sit around twiddling their thumbs until the next annual meeting. I would think they can surely, one way or another, begin working on proposed bylaw amendments which will then be presented and deliberated and voted on at the appropriate time.

I would think they can appoint a bylaws committee, but we don't know that for sure without knowing just what is in the by-laws.

Even if they cannot appoint a bylaws committee to start working on proposed to changes, a group of them can start getting together informally and do exactly that.

It also seems to me that the most pressing amendment which they need to adopt is one which will make amending the bylaws easier in the future.

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2 hours ago, Richard Brown said:

I don't have much time at the moment, but feel compelled to make this comment. Perhaps I am missing something, but I see no reason for the members of this organization to have to sit around twiddling their thumbs until the next annual meeting. I would think they can surely, one way or another, begin working on proposed bylaw amendments which will then be presented and deliberated and voted on at the appropriate time.

I would think they can appoint a bylaws committee, but we don't know that for sure without knowing just what is in the by-laws.

Even if they cannot appoint a bylaws committee to start working on proposed to changes, a group of them can start getting together informally and do exactly that.

It also seems to me that the most pressing amendment which they need to adopt is one which will make amending the bylaws easier in the future.

I have no disagreement that, at a minimum, a group of members may meet informally and start reviewing the bylaws for necessary amendments.

Beyond that, I don’t really know what can and cannot be done without knowing the exact wording of the bylaws on these subjects.

Edited by Josh Martin
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Apparently we sympathize with the society's predicament, yet there is no way around the bylaw language that restricts bylaw changes.

However, getting a little bit creative now, what do you guys think of the possibility of a special assembly session to adopt a series of standing rules that would take the place of the various bylaw amendments until the next June meeting? Perhaps the nature of the bylaw changes could lend themselves to a temporary standing rule depending, and this would be key, upon exactly what the society is trying to accomplish, noting in this regard that certain standing rules as versus a bylaw article would not have the same effect and not all, or perhaps none, could be enacted in this fashion. Its just a thought.

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If these standing rules that you propose are taking the place of the various bylaw amendments which the OP says are required, then presumably these standing rules would conflict with the current bylaws. And that would make them null and void.

Edited by Atul Kapur
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11 hours ago, Josh Martin said:

No, there doesn’t.

”Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25.” (RONR, 11th ed., pg. 263)

You say that your bylaws “state we are to review and make changes to our bylaws annually in June.” If this is the case, this process must be followed unless and until the bylaws are amended to change it, and they may only be amended by following the process as it exists in your current bylaws. I cannot say for certain since I have not seen the exact wording of this rule, but it is very possible that there is no way “to start the review process now, and then approve the changes shortly thereafter without waiting for an annual meeting.” If your bylaws say that they are amended at the annual meeting, then that’s what you have to do.

I have tried attaching the bylaws file, but it is too large to upload, and uploading each individual page won't help either because I'm only allowed one upload file per attachment. The only way to get it to any of you is by email. The only other way is to copy and paste all the pages, but I don't know how many characters I'm allowed to use in posting my comments.

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9 hours ago, Richard Brown said:

I don't have much time at the moment, but feel compelled to make this comment. Perhaps I am missing something, but I see no reason for the members of this organization to have to sit around twiddling their thumbs until the next annual meeting. I would think they can surely, one way or another, begin working on proposed bylaw amendments which will then be presented and deliberated and voted on at the appropriate time.

 

Oh, I agree with that, although the specifics would require a full review of the bylaws. I took the OP to be asking about making the amendments before June.

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49 minutes ago, hswolfmaniac said:

I have tried attaching the bylaws file, but it is too large to upload, and uploading each individual page won't help either because I'm only allowed one upload file per attachment. The only way to get it to any of you is by email. The only other way is to copy and paste all the pages, but I don't know how many characters I'm allowed to use in posting my comments.

Ultimately, only your organization can interpret your bylaws. Giving us the whole file might (if we read all of it) help us to understand better, but it will not allow us to give answers beyond speculation and opinion in any event.

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6 hours ago, Guest Zev said:

However, getting a little bit creative now, what do you guys think of the possibility of a special assembly session to adopt a series of standing rules that would take the place of the various bylaw amendments until the next June meeting?

It entirely depends on what they want to accomplish. If they can accomplish it with standing rules that do not conflict with the bylaws (or anything else) so be it. So, I don't really know what to think. I'm not convinced they need a special session in any case, since I think the membership meets monthly.

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38 minutes ago, Joshua Katz said:

Ultimately, only your organization can interpret your bylaws. Giving us the whole file might (if we read all of it) help us to understand better, but it will not allow us to give answers beyond speculation and opinion in any event.

Well, at least one item I can take away from our discussion is that the commander can appoint a bylaws committee to start looking at the changes in preparation for the annual meeting. One thing is for sure, I will be recommending we change the bylaws restricting us to an annual meeting only requirement. Another opinion I can take away from this is the commander must ensure an Executive Committee exists in order to submit the changes to the membership. I'll be recommending a change to this also. Thank you to all of you for your inputs and guidance. I have truly appreciated your guidance. You guys have been tremendous. Thanks again.

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On ‎8‎/‎17‎/‎2019 at 2:34 AM, hswolfmaniac said:

Well, at least one item I can take away from our discussion is that the commander can appoint a bylaws committee to start looking at the changes in preparation for the annual meeting. One thing is for sure, I will be recommending we change the bylaws restricting us to an annual meeting only requirement. Another opinion I can take away from this is the commander must ensure an Executive Committee exists in order to submit the changes to the membership. I'll be recommending a change to this also. Thank you to all of you for your inputs and guidance. I have truly appreciated your guidance. You guys have been tremendous. Thanks again.

Well, I tried at tonight's meeting , but to no avail. One particular member insisted that our Department Officers/parliamentarians know more about changing the bylaws than the Post officers on what can and cannot be done concerning the bylaws changes. Needless to say, he made a motion to "suspend" the June annual requirement, which passed. I just (internally) shook my head.

Benjamin Geiger, https://robertsrules.forumflash.com/profile/5488-benjamin-geiger/, once said back in April 2019 that "Ultimately parliamentary law can't protect an organization from itself." He has proven those words to me time and again. After today, I feel as if I should just keep my mouth shut and not say anything when something is being done wrong -- even if I know it's wrong -- because no one is listening to me. Not the VFW nor the AmVets. This is very frustrating. I'm really ready to give up trying to do the right thing.

Edited by hswolfmaniac
correct grammer
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3 hours ago, hswolfmaniac said:

I'm really ready to give up trying to do the right thing.

You might be surprised. If you say "Point of order!" enough times some people will be saying "Let's do the right thing and maybe this dude will shut up."

Also, can you explain what "he made a motion to 'suspend' the June annual requirement," means?

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4 hours ago, J. J. said:

Would it be possible to introduce the bylaw amendments at the meeting, but refer it to a committee to report back at a specific meeting? 

It is difficult to say without knowing exactly what the bylaws say on this subject, but that seems like a definite possibility (although it may be that the “specific meeting” for the committee to report at must be the June meeting).

2 hours ago, Guest Zev said:

Also, can you explain what "he made a motion to 'suspend' the June annual requirement," means?

Yes, that’s a very good question. I am not clear on whether the purpose of the improper motion was to perform the review and amendment at a different time, or not to perform it at all for the current year, or something else I haven’t thought of.

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  • 6 months later...

Well, we finally had a bylaws committee start and complete the review process.  It took us (I was part of the committee) about a month to finish which includes submitting the revisions to our Judge Advocate as well as our Executive Committee.  The membership was notified of the upcoming voting on the changes, I'm in the process of mailing the recommended changes to all the members in good standing, and all was going well -- until...  Two days ago, the Department Judge Advocate (DJA) and I were discussing questions I had on the bylaws.  During our discussion, it was discovered that since our "annual meeting was in June AFTER the Department Convention," we would not be eligible to have delegates at the convention.  As we continued our discussion,   we became leery of the bylaws we (the Post) had been working with.  He didn't have access to the copy of our original bylaws they had on file because the elected DJA had just passed away less than three weeks ago, and he didn't have access to his files yet.  I suggested contacting National in order to determine if they had a copy of our Post bylaws.  The DJA contacted National, and it turns out they did.  Unfortunately (or fortunately) it also turns out that the bylaws we've been using and working out of were never submitted to Department or National for review or ratification. Effective yesterday, we were back to using the original bylaws dated 14 February 2014.  Overall, it's not a bad thing because the revision we just completed incorporated a major portion of the original bylaws.  But now, we have a dilemma.

Our original bylaws state our meetings are to be held on the first Thursday of the month.  In September 2018, our meeting location at another veterans' organization was no longer conducive for us because the were asking for more money  than we could afford.  We had a vote to move to another location.  We found a location at a nearby county facility, but the first Thursday was not available to us.  We voted to have our meetings on the third Monday of the month, and it's been that way since October 2018.  As I mentioned earlier, the bylaws were never submitted by my predecessors to have them ratified.  Our DJA insists we cannot have our meetings on the third Monday because our 2014 bylaws state we must meet on the first Thursday, therefore we cannot have our elections nor submit our revised bylaws until May 2020 -- even though we voted to move our location and meeting time.

Is he correct?  Are we not able to have our meetings and elections on the third Monday of the month?  Are we not able to vote on our bylaws in April or May?  He suggested we should wait until May on the first Thursday.   (Here is a copy of the particular paragraph.)  "This Constitution may be amended by a two-thirds vote at a duly announced monthly General Membership meeting.  The Post Judge Advocate must, through committee, develop recommended changes and present them at the monthly meeting prior t the date that voting on the changes is scheduled to occur.  The Post membership shall be made aware that proposed changes are to be voted on at the next meeting at least fifteen days prior to that meeting. This Constitution may also be amended by a unanimous vote at the annual meeting without notice to the membership. Amendments to this constitution shall take effect immediately upon adoption unless otherwise specified by the voting body."

Any assistance would be greatly appreciated.  Thank you.

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"To change the general rule fixing the time for meetings would require amendment of the bylaws."
RONR 11th ed., p. 575, lines 25-27.

So just voting to change the date is not adequate. Do your bylaws include the words "unless otherwise ordered by the [Unit, or Executive Committee, or President]"? That would give you some leeway, but "only for that single meeting on that particular occasion, and not for a period of time including several meetings." (p. 575, lines 24-25)

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13 hours ago, Atul Kapur said:

"To change the general rule fixing the time for meetings would require amendment of the bylaws."
RONR 11th ed., p. 575, lines 25-27.

So just voting to change the date is not adequate. Do your bylaws include the words "unless otherwise ordered by the [Unit, or Executive Committee, or President]"? That would give you some leeway, but "only for that single meeting on that particular occasion, and not for a period of time including several meetings." (p. 575, lines 24-25)

Thanks again.  It seems no matter how hard I try to find an answer in RONR on my own, I miss the right location for my answer.  You guys are fantastic!  Thanks again, and again, and again...

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You're welcome.

As a first step, start getting familiar with the index. If you don't find what you're looking for the first time, try to think of some synonyms or alternative ways of phrasing the topic.

As a second step, when the 12th edition comes out this fall, think about getting whatever electronic version they make available.

 

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21 hours ago, Atul Kapur said:

You're welcome.

As a first step, start getting familiar with the index. If you don't find what you're looking for the first time, try to think of some synonyms or alternative ways of phrasing the topic.

As a second step, when the 12th edition comes out this fall, think about getting whatever electronic version they make available.

 

I have the 11th Edition CD, but I am still not able to find it on the first go-around.  I get a lot of results using using a single word, but using a combination of words does not provide what I'm looking for.  I'm going to keep trying, though.  I won't give up.  Thanks for your continued advise.

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