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Sheila T

ByLaw Amendment

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The Bylaw Committee was tasked with creating an appendix to our Bylaws that goes to the Code of Conduct of Directors and Committee Members and presenting it to the membership for approval. The appendix was put out in our newsletter for all members to review and it was read at the following general meeting of the membership. It will be put out in the next newsletter and then read a final time at the next general meeting and subsequently put to a vote to adopt. After the first reading, a member came forward to a board member expressing a concern with the wording and asked for an audience with the board at their meeting which precedes the general meeting. The Board Chair would like to refer that member to a section of Robert's Rules that dictates the member should address his concern to the Bylaws Committee during the general meeting and initiating a proper discussion regarding his concerns. We have located reference to a standing committee (bylaws) reporting to the assembly and not to the board of directors on page 491. Whatever other pages in the book to which you can refer me to back up the fact that this member should not be approaching the board on his concern but the bylaw at the general meeting would be most helpful.

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What do your bylaws say about who the bylaws committee reports to? That would confirm or supersede the provision in RONR that you found.

Is there a particular reason he wishes to speak to the board (presumably without the bylaws committee being present) rather than move an amendment when it is being considered? If you knew the reason for the request, you and the board chairman would be able to direct him to the most suitable forum.

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"The Bylaws Committee shall present any proposed changes to the bylaws to the membership upon publication in official communications, such as but not limited to the newsletter, with at least fifteen days prior notice, for voting."

We believe he has issue with some verbiage but we haven't had the board meeting yet, so we are not yet sure what section he has issue with. We will definitely consider inviting the bylaw committee, but we think we should direct the member to state his objection/concern at the general meeting.

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Based solely on your description, it appears that this code of conduct is not being considered as part of the bylaws per se ("...creating an appendix to our bylaws...), and that the bylaws committee is tasked with transmitting changes in the bylaws to the membership ("The Bylaws Committee shall present any proposed changes to the bylaws..."). If these statements are accurate, why would a member have to go the Bylaws Committee to present a concern about the proposed code of conduct?  Or are you presuming that this appendix will become a part of the bylaws, equivalent to an additional article?

If the latter is not the case, I concur with Dr. Kapur that it might be more appropriate to bring this concern to the membership directly as an amendment to the code of conduct policy.

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Our Bylaws have four appendices with this Code of Conduct being one of them, so then from what I understand the member should bring his concern to the membership and request an amendment to the code of conduct after it has been read and a motion to adopt made? 

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What is the status of the appendices? Do they have the same rules for amendment as the bylaws themselves, or is/are there different rules on how they are amended?

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I seem to have found a thread that is somewhat helpful, 1) The committee chair will read the appendix and make a motion to adopt, 2) the assembly chair will put the question to the assembly, 3) discussion will take place and the member's concern will be answered satisfactorily or, if not satisfied, the member may make a motion to amend 4) if the motion to amend passes then the original motion is withdrawn (correct??)  so the Bylaw Committee can go back and make/review the necessary changes OR if the motion does not pass someone may move the previous question and the assembly will vote on the initial motion. 

Yes??

 

Edited by Sheila T

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If this is the first time you are adopting the Code of Conduct (rather than the bylaws committee proposing amendments to an existing Code) then I would follow the procedure on pages 557-9, "Consideration and adoption of proposed bylaws". The difference is that the final vote required to adopt the Code of Conduct is the vote required to Amend the bylaws, rather than just a majority.

Amendments would be allowed. If they are approved, that doesn't mean that the whole thing has to go back. The assembly is free to amend what the bylaws committee proposes.

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13 minutes ago, Sheila T said:

One other question, can you please refer me to the page that says that once a motion is made the assembly "owns" it (so to speak)

These quotations from the bottom of page 114:

After a main motion has been made and before the question has been stated by the chair, any member can quickly rise and, with little or no explanatory comment, informally suggest one or more modifications in the motion, which at this point the maker can accept or reject as he wishes (see pp. 40–41). Application of this method should generally be limited to minor changes about which there is unlikely to be a difference of opinion.

After the question has been stated by the chair—although the assembly, and not the maker of the motion, then has control over its wording—the maker can request unanimous consent to modify the motion (see pp. 295–98). If any member then objects, however, the desired modification must be introduced in the form of a motion to Amend, as noted below.

Edited by Richard Brown
Corrected page citation and added first paragraph

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1 hour ago, Sheila T said:

One other question, can you please refer me to the page that says that once a motion is made the assembly "owns" it (so to speak)

I think it's more succinctly stated on p. 34, lines 8-15:

"Until the chair states the question, the maker has the right to modify his motion as he pleases or to withdraw it entirely. After the question has been stated by the chair, the motion becomes the property of the assembly, and then its maker can do neither of these things without the assembly's consent...; but while the motion is pending the assembly can change the wording of the motion by the process of amendment ... before acting upon it." (Italics in original. Bold added for emphasis)

The chair's stating the question is the third step in the handling of a motion and that's when ownership goes from the maker to the assembly

1. Member makes the motion

2. Another member seconds the motion

3. Chair states the question on the motion

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1 hour ago, Atul Kapur said:

I think it's more succinctly stated on p. 34, lines 8-15

Thanks, Atul.  I thought it was stated more succinctly somewhere in RONR, but I did not have the time to search for it.  Thanks for finding it!

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