looking for reviewers, and notice to members to vote on bylaws

[LouiseD]

I wonder if any experts would be willing to review and comment on a proposed version that a board intends to vote on this Wednesday-evening. I apologize for the short notice but I just received this from another member since the Board only made the document available to 'some' members on an online app, not by mail or email to entire member roster.

• Also, is there a required amount of notice members must/should be given to review and to know the date of vote? 
• What would be the motion or verbiage to postpone the vote until the document has been provided to ALL members with proper notice to review in advance and to know the date of vote?

[Josh Martin]

40 minutes ago, LouiseD said:

I wonder if any experts would be willing to review and comment on a proposed version that a board intends to vote on this Wednesday-evening. I apologize for the short notice but I just received this from another member since the Board only made the document available to 'some' members on an online app, not by mail or email to entire member roster.

Send me a private message.

40 minutes ago, LouiseD said:

Also, is there a required amount of notice members must/should be given to review and to know the date of vote? 

The bylaws should specify the process for amending them. Among other things, this process should define how much notice is required.

In the unlikely event that the bylaws are silent on the subject of their amendment, RONR requires that notice be given at the previous meeting or in the call of the meeting. In the alternative, the bylaws may be amended by a vote of a majority of the entire membership.

43 minutes ago, LouiseD said:

What would be the motion or verbiage to postpone the vote until the document has been provided to ALL members with proper notice to review in advance and to know the date of vote?

If the bylaws require notice, and the required notice has not been given, a member would raise a Point of Order to that effect, followed by an appeal if necessary.

If the bylaws do not require notice, then a member could still move that the motion be postponed until the next regular meeting (or to an adjourned meeting). A separate motion could be adopted ordering that notice by provided to all members XX days in advance of the meeting.

[Guest Workinger Robert T.]

Who is voting -- directors on the board or all members of the organization?

[LouiseD]

voting on the bylaws? Their practice will be whoever shows up. the bylaws lack any detail about notice, how many or whom.

Which is a violation to begin with (among many) because the Parent Corporation requires that all members must be employees, and they have created an article that gives non-employees the right to participate and to vote (no specifics). Just one of the items that needs to be corrected.

[LouiseD]

the bylaws do say that where there is a conflict or no instruction "the organization will be guided by Roberts Rules of Order".

[Josh Martin]

13 hours ago, LouiseD said:

voting on the bylaws? Their practice will be whoever shows up. the bylaws lack any detail about notice, how many or whom.

Well, let me try being more specific - will the bylaws be voted on at a meeting of the board or at a meeting of the full corporation? It should be the latter, unless the bylaws provide otherwise.

Additionally, when you say "the bylaws lack any detail about notice, how many or whom" do you mean that the bylaws say, for instance, that the bylaws may be amended by a 2/3 vote (and say nothing further on the subject), or do they say nothing whatsoever about amending the bylaws?

Edited May 12, 2020 at 01:43 PM by Josh Martin

[LouiseD]

Let me rephrase based on review - It appears that their intention is to present a revised version of the bylaws at the next general business meeting tomorrow, although it is unclear whether for vote or discussion. A calendar invite was sent without agenda. They did this in February when they presented the 'current' bylaws without any advance notice and had a vote that night without anyone reading the entire document and without a quorum,

They are currently governed by two documents in tandem. I questioned in a previous meeting when a document was referenced which document we are going by and the President replied both. I pointed out the conflict in that and asked which is primary/precedent, and he moved on without answering to recognize another question. 

• the first document, Constitution says - 

Article V

Section 1.A quorum shall be necessary for all monthly membership meetings. A quorum shall be defined as thirty percent (30%) of the active membership.

Section 3.Roberts Rules of Order, Revised, shall be used to decide questions of procedure and rules where not in conflict with this Constitution.

Article VI

Section 1.The Constitution may be amended by a vote of two-thirds of the active membership. Proposed amendments shall be submitted and published to the membership for review for one month. Discussion shall take place at the next monthly membership meeting and be voted upon at the following monthly membership meeting.

• the second document, Bylaws says - 

Article 10 Amendment of Bylaws

Section 1. Amendment

Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

Article 11 Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

[Josh Martin]

1 hour ago, LouiseD said:

I pointed out the conflict in that and asked which is primary/precedent

In the event of a conflict, the constitution takes precedence.

"In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws." (RONR, 11th ed., pg. 14)

There is no conflict, however, in what has been provided. The section on amendment in the constitution relates to amending the constitution, and the section on amendment in the bylaws relates to amending the bylaws.

As to the questions concerning notice and who votes, it appears that the constitution requires that amendments to the constitution are voted on by the membership (by a 2/3 vote), and that proposed amendments "shall be submitted and published to the membership for review for one month. Discussion shall take place at the next monthly membership meeting and be voted upon at the following monthly membership meeting."

For amendments to the bylaws, the provision is less clear, although it seems to me that both the membership and the board have the power to amend the bylaws, however, any amendments adopted by the board may not conflict with those adopted by the membership. It seems a majority vote without notice would suffice in either case.

1 hour ago, LouiseD said:

They did this in February when they presented the 'current' bylaws without any advance notice and had a vote that night without anyone reading the entire document and without a quorum,

It does not appear that the section on amendment in the bylaws requires notice, although members can and should have demanded that the document be read (or that members at least be given the opportunity to read it themselves). A quorum would be required. A Point of Order should have been raised at the time. A Point of Order could potentially still be raised regarding the lack of quorum, however, clear and convincing proof would be necessary at this point, which may be difficult to obtain.

[LouiseD]

thank you. As a member pointed out, and RONR echoes, once incorporated an organization's Constitution is replaced by the Articles of Incorporation, whic does exist, and which refers to Bylaws - which were not created at the time.

At what point does one override the other, or are we in fact actually governed by three documents - a Constitution + Articles + Bylaws?

If so in what order of precedence?

[Josh Martin]

10 minutes ago, LouiseD said:

As a member pointed out, and RONR echoes, once incorporated an organization's Constitution is replaced by the Articles of Incorporation, whic does exist, and which refers to Bylaws - which were not created at the time.

That's not quite what RONR says.

"In an incorporated society there generally should not be a constitution separate from the bylaws, since in such a case the constitution would duplicate much of the corporate charter." (RONR, 11th ed., pg. 14)

So RONR recommends that an incorporated society generally should not have a separate constitution, but it doesn't say that an organization can't have one, or that by adopting Articles of Incorporation, these "replace" the Constitution.

13 minutes ago, LouiseD said:

At what point does one override the other, or are we in fact actually governed by three documents - a Constitution + Articles + Bylaws?

You are governed by all three. It may well be a good idea for the organization to combine its constitution and bylaws into a single document, but unless and until that occurs, you'll have all three documents.

14 minutes ago, LouiseD said:

If so in what order of precedence?

Articles of Incorporation > Constitution > Bylaws

[Richard Brown]

3 minutes ago, LouiseD said:

thank you. As a member pointed out, and RONR echoes, once incorporated an organization's Constitution is replaced by the Articles of Incorporation, whic does exist, and which refers to Bylaws - which were not created at the time.

At what point does one override the other, or are we in fact actually governed by three documents - a Constitution + Articles + Bylaws?

If so in what order of precedence?

I don't believe it is true that when an organization incorporates, its articles of incorporation "replace" the constitution.  RONR certainly does not say that.  What is true is that the articles of incorporation are superior to the constitution.  Your existing constitution doesn't just go away when you incorporate.  It remains in force, but is subordinate to your articles of incorporation.  If you have both a constitution and bylaws, the bylaws are likewise subordinate to the constitution.

The order of priority, as pointed out on pages 10-20 of RONR are:

Corporate Charter (or articles of incorporation), Constitution, Bylaws, Rules of Order, Standing Rules, custom.

Any special rules or order which the society may adopt take priority over the rules of order in the adopted parliamentary authority.

11 minutes ago, LouiseD said:

At what point does one override the other, or are we in fact actually governed by three documents - a Constitution + Articles + Bylaws?

One overrides the other in the order I stated above from pages 10-20 of RONR.  If you have a corporate charter (articles of incorporation), a constitution and bylaws, you are governed by all three, but they take priority in the order I listed, regardless of the order in which they are adopted. However, it would be most unusual to adopt bylaws and then a constitution. 

[LouiseD]

1 hour ago, Josh Martin said:

That's not quite what RONR says.

"In an incorporated society there generally should not be a constitution separate from the bylaws, since in such a case the constitution would duplicate much of the corporate charter." (RONR, 11th ed., pg. 14)

So RONR recommends that an incorporated society generally should not have a separate constitution, but it doesn't say that an organization can't have one, or that by adopting Articles of Incorporation, these "replace" the Constitution.

You are governed by all three. It may well be a good idea for the organization to combine its constitution and bylaws into a single document, but unless and until that occurs, you'll have all three documents.

Articles of Incorporation > Constitution > Bylaws

Thank you so very much  

[LouiseD]

1 hour ago, Richard Brown said:

I don't believe it is true that when an organization incorporates, its articles of incorporation "replace" the constitution.  RONR certainly does not say that.  What is true is that the articles of incorporation are superior to the constitution.  Your existing constitution doesn't just go away when you incorporate.  It remains in force, but is subordinate to your articles of incorporation.  If you have both a constitution and bylaws, the bylaws are likewise subordinate to the constitution.

The order of priority, as pointed out on pages 10-20 of RONR are:

Corporate Charter (or articles of incorporation), Constitution, Bylaws, Rules of Order, Standing Rules, custom.

Any special rules or order which the society may adopt take priority over the rules of order in the adopted parliamentary authority.

One overrides the other in the order I stated above from pages 10-20 of RONR.  If you have a corporate charter (articles of incorporation), a constitution and bylaws, you are governed by all three, but they take priority in the order I listed, regardless of the order in which they are adopted. However, it would be most unusual to adopt bylaws and then a constitution. 

Thank you so very much