Bylaws Referencing Another Group's Policy

[Guest Secretary]

We are an organization which reports into a Parent Organization. Each organization has bylaws. Our Parent Organization recently passed a policy which they have asked us to reference in and attach to our bylaws. We have no issue with the policy. These questions are simply about the best way to put them in our RRoR-compliant bylaws.

1. The first request is that we document within our bylaws that following this policy as required and that there are penalties for failure. I think this one is straightforward. As we reference RRoR compliance we can reference the prevailing document. Correct?

2. We do not provide specific penalties unique to our organization but use RRoR penalties (trial, etc). Would those be sufficient or do we need to specify something new in our bylaws? In this case we'd want the ability to censure and/or remove the Member if they failed to follow the policy.

2. Parent Organization have asked that we attach the policy as an addendum to our Bylaws. Do I simply label it as an Addendum? Is Addendum the correct titling?

3. Given that Parent Organization specifically requires that if the policy changes that it's the new policy that must be followed, would the Addendum be the prevailing document or the parent's policy if it's attached? Its' the later that is desired.

Thanks for the wisdom.

[Chris Harrison]

I would suggest you all contact the parent organization to get guidance to make sure whatever you all end up doing is what they actually want.  Perhaps another organization has already done what has been asked and you can request a copy of their Bylaws in order to see how they did it.  All that said, I wonder if an option would be to add an Article or Section to the Bylaws specifying the organization is bound to any rules that the parent organization or any applicable laws require they be bound to.  That way you won't have to make changes whenever they change (or create) something.

[Guest Zev]

Your organization is bound to follow whatever rules the parent organization establishes whether your organization's rules make mention of them or not. Asking the parent organization what to do our amending your bylaws, in my opinion, is a waste of time and may be a source of confusion. With all due respect, I believe that all that is necessary is to make your membership aware of what the parent organization's rules are whenever they are changed.

[Joshua Katz]

1 hour ago, Guest Zev said:

Your organization is bound to follow whatever rules the parent organization establishes whether your organization's rules make mention of them or not.

I'm not so sure about this. I'm not sure what types of rules these policies are (probably standing rules) nor do we know, from what we've been (or at least, I don't know) whether these are rules specifically applicable to subordinate organizations or not. 

[Atul Kapur]

4 hours ago, Guest Secretary said:

3. Given that Parent Organization specifically requires that if the policy changes that it's the new policy that must be followed, would the Addendum be the prevailing document or the parent's policy if it's attached? Its' the later that is desired.

You can add a provision in your bylaws that states you follow the policy adopted by the Parent Organization, is appended to the bylaws. You can further specify in this provision that if the Parent Organization amends the policy, it is that amended policy which automatically applies.

Doesn't answer all your questions, but hope it helps.

[Guest Secretary]

On 10/25/2019 at 5:40 PM, Chris Harrison said:

I would suggest you all contact the parent organization to get guidance to make sure whatever you all end up doing is what they actually want.  Perhaps another organization has already done what has been asked and you can request a copy of their Bylaws in order to see how they did it.  All that said, I wonder if an option would be to add an Article or Section to the Bylaws specifying the organization is bound to any rules that the parent organization or any applicable laws require they be bound to.  That way you won't have to make changes whenever they change (or create) something.

On 10/25/2019 at 5:40 PM, Chris Harrison said:

to.  That way you won't have to make changes whenever they change (or create) something.

We will check our text with them. No other organization has done this. All their subordinates are being asked to do so.

I believe we already have a clause that states we are bound by our Parent's rules however in this case they have asked us to cite this particular policy.  I do agree that there is a problem keeping these documents in synch and had already intended to broach this with the Parent Organization. Meanwhile I need to solve my other issues.

 

[Guest Secretary]

On 10/25/2019 at 5:58 PM, Guest Zev said:

Your organization is bound to follow whatever rules the parent organization establishes whether your organization's rules make mention of them or not. Asking the parent organization what to do our amending your bylaws, in my opinion, is a waste of time and may be a source of confusion. With all due respect, I believe that all that is necessary is to make your membership aware of what the parent organization's rules are whenever they are changed.

While this is certainly true, our Parent Organization has specifically said in this case it is not sufficient so I need to solve this issue. Guidance on the original questions is appreciated.

[Guest Zev]

The source of the confusion is in the parent organization that does not believe that a subordinate unit must follow all legitimate orders from the superior organization unless the subordinate unit amends its bylaws and makes specific reference to the rule in question. This is not the first time we have seen a lack of clear thinking.

[Josh Martin]

On 10/25/2019 at 7:12 PM, Guest Secretary said:

1. The first request is that we document within our bylaws that following this policy as required and that there are penalties for failure. I think this one is straightforward. As we reference RRoR compliance we can reference the prevailing document. Correct?

Works for me.

On 10/25/2019 at 7:12 PM, Guest Secretary said:

2. We do not provide specific penalties unique to our organization but use RRoR penalties (trial, etc). Would those be sufficient or do we need to specify something new in our bylaws? In this case we'd want the ability to censure and/or remove the Member if they failed to follow the policy.

RONR already provides for the ability to do both of these things, although the procedure for the latter is lengthy. It seems sufficient to me to follow RONR in this regard.

I don’t know whether this is sufficient for your parent organization.

On 10/25/2019 at 7:12 PM, Guest Secretary said:

2. Parent Organization have asked that we attach the policy as an addendum to our Bylaws. Do I simply label it as an Addendum? Is Addendum the correct titling?

RONR does not discuss the use of addendums to bylaws.

On 10/25/2019 at 7:12 PM, Guest Secretary said:

3. Given that Parent Organization specifically requires that if the policy changes that it's the new policy that must be followed, would the Addendum be the prevailing document or the parent's policy if it's attached? Its' the later that is desired.

The parent organization’s policy would prevail.

15 hours ago, Guest Zev said:

The source of the confusion is in the parent organization that does not believe that a subordinate unit must follow all legitimate orders from the superior organization unless the subordinate unit amends its bylaws and makes specific reference to the rule in question. This is not the first time we have seen a lack of clear thinking.

Nonetheless, the organization is required to follow the parent organization’s directives.

[Guest Zev]

4 hours ago, Josh Martin said:

Nonetheless, the organization is required to follow the parent organization’s directives.

You are absolutely right even if their rule is utter nonsense. Yet Guest Secretary can still petition the parent organization to reconsider their rule, observing the fact that nothing changes with or without a bylaw amendment and that it also relieves Secretary of additional work in this regard. And a copy of this thread may just do the trick.

[Guest YSecretary]

23 hours ago, Guest Zev said:

You are absolutely right even if their rule is utter nonsense. Yet Guest Secretary can still petition the parent organization to reconsider their rule, observing the fact that nothing changes with or without a bylaw amendment and that it also relieves Secretary of additional work in this regard. And a copy of this thread may just do the trick.

Yes indeed although I will try the basic this seems to guarantee that our Members always have the wrong information first.

Back on my questions, while we use RRoR for penalties, we probably want to make it a bit easier in this fairly major area for us to remove or penalize a member. Can we say that the Membership by a 2/3 majority may vote to remove a person based on failure to meet this policy and not change the more robust methodology for removal for other reasons?

[Guest Zev]

Under normal circumstances discipline, as far as RONR is concerned, is left to the discretion of the organization. In this case, however, you are being directed by the parent organization that appears to have strong opinions concerning this matter. At this juncture the safest thing to do is to run your question by them and see what they have to say.

[Josh Martin]

3 hours ago, Guest YSecretary said:

Back on my questions, while we use RRoR for penalties, we probably want to make it a bit easier in this fairly major area for us to remove or penalize a member. Can we say that the Membership by a 2/3 majority may vote to remove a person based on failure to meet this policy and not change the more robust methodology for removal for other reasons?

Yes, the bylaws may be amended to provide for this if the organization wishes, although I would advise stating this very clearly to avoid any confusion. If it is not carefully stated, it would be very easy to assume that the new rule applied to all cases of discipline. I would suggest something like the following.

”The membership may expel a member by a 2/3 vote due to failure to follow the requirements of the (description of policy). In all other cases, matters of discipline shall be governed by the parliamentary authority.”

[Guest Secretary]

They have left it to us.

7 hours ago, Guest Zev said:

Under normal circumstances discipline, as far as RONR is concerned, is left to the discretion of the organization. In this case, however, you are being directed by the parent organization that appears to have strong opinions concerning this matter. At this juncture the safest thing to do is to run your question by them and see what they have to say.

They have left discipline for our organization to us.