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Bylaws Amendments

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Guest Brent

In our bylaws it states in section 1 of the amendments that “amendments to the bylaws may be made by the general membership at regular meetings at which meeting a quorum, consisting of a majority of the membership or twenty members, whichever is smaller and is present.” In section 2 it states “ all amendments to the bylaws must be brought to the board of directors to be discussed and then posted a minimum of fifteen days prior for members to review and then brought to the annual meeting to be voted on by the general membership.” Which one do you go by

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That's a pretty stark contradiction.  Ironically, it can only be solved by amending the bylaws.  Good luck trying to figure out how. 

Since they're your bylaws, only your society can properly interpret them.  Of course, on careful reading the entirety of those sections it's possible the ambiguity would be explained.  For example, there might be two different methods of amending the bylaws, either of which can be used.

But again, I'm not a member, so my opinion on this doesn't count.

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46 minutes ago, Guest Brent said:

Which one do you go by

Both. I see no conflict between the two provisions.

In re-reading the two provisions more closely after reading Mr. Novosielski's response, I now see the conflict, and concur with his response.

Edited by Weldon Merritt
Edited to add the second paragraph.

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1 hour ago, Guest Brent said:

In our bylaws it states in section 1 of the amendments that “amendments to the bylaws may be made by the general membership at regular meetings at which meeting a quorum, consisting of a majority of the membership or twenty members, whichever is smaller and is present.” In section 2 it states “ all amendments to the bylaws must be brought to the board of directors to be discussed and then posted a minimum of fifteen days prior for members to review and then brought to the annual meeting to be voted on by the general membership.” Which one do you go by

It seems to me it is entirely possible to satisfy both requirements, at least depending on how the phrase "amendments to the bylaws may be made" is interpreted. If this refers to the actual making of the motion, the two provisions may be read in harmony with each other.

In other words, in order to amend the bylaws, the following process would be followed:

1) The motion to amend the bylaws is made at a regular meeting of the general membership. No further action is taken on the amendment at this time.

2) The amendment is brought to a meeting of the Board of Directors for discussion.

3) The amendment is then posted for members to review at least 15 days prior to the annual meeting.

4) The amendment is voted on by the general membership at the annual meeting.

Even to the extent that this interpretation is correct, however, this certainly is not the clearest language, so I would suggest the society amend the bylaws to clarify this language as soon as possible.

 

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I agree with Mr. Martin, and would suggest that the first order of business be an amendment, adopted in the manner he suggests, to fix the amendment process.

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3 hours ago, Josh Martin said:

It seems to me it is entirely possible to satisfy both requirements, at least depending on how the phrase "amendments to the bylaws may be made" is interpreted. If this refers to the actual making of the motion, the two provisions may be read in harmony with each other.

In other words, in order to amend the bylaws, the following process would be followed:

1) The motion to amend the bylaws is made at a regular meeting of the general membership. No further action is taken on the amendment at this time.

2) The amendment is brought to a meeting of the Board of Directors for discussion.

3) The amendment is then posted for members to review at least 15 days prior to the annual meeting.

4) The amendment is voted on by the general membership at the annual meeting.

Even to the extent that this interpretation is correct, however, this certainly is not the clearest language, so I would suggest the society amend the bylaws to clarify this language as soon as possible.

 

Regarding point 1, the bylaws apparently say an amendment may be made.  Not that a motion may be made subject to successfully navigating a multi-step process involving the board.  I don't think just making a motion satisfies that.  It also says that amendments can be made at any regular meeting at which a quorum is present, which does not require waiting for an annual meeting.  I don't see any way to read them as being in harmony with each other.  Both are coherent rules, both of which I have come across, albeit in different bylaws, not two sections of the same document, since they describe two very different processes.

I understand the desire to harmonize the two provisions, at least long enough to enable passing an amendment to bring some sense to the bylaws, but it's a real stretch.

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10 hours ago, Gary Novosielski said:

Regarding point 1, the bylaws apparently say an amendment may be made.  Not that a motion may be made subject to successfully navigating a multi-step process involving the board.

An amendment is a motion. I don't see the problem.

10 hours ago, Gary Novosielski said:

I understand the desire to harmonize the two provisions, at least long enough to enable passing an amendment to bring some sense to the bylaws, but it's a real stretch.

"If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws." (RONR, 11th ed., pg. 588)

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." (RONR, 11th ed., pg. 589)

Both of these rules suggest to me that if an interpretation which allows the provisions to be read in harmony with each other is possible, then that interpretation should be used, even if the interpretation may be "a real stretch."

Finally, some interpretation of the rules in question must be arrived at until the bylaws can be amended, since the society needs to know what the rules for amendment are in order to amend the bylaws. This interpretation seems to me to be the best interim solution.

Edited by Josh Martin

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4 hours ago, Josh Martin said:

An amendment is a motion. I don't see the problem.

A bylaws amendment is more than just the motion to do so.  It is a motion that has been duly adopted.  If the motion can't be adopted at a regular meeting then the bylaws can't be amended at a regular meeting.

 

4 hours ago, Josh Martin said:

"If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws." (RONR, 11th ed., pg. 588)

I agree.  If possible.

4 hours ago, Josh Martin said:

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." (RONR, 11th ed., pg. 589)

Yes, but here we have not one provision with two possible interpretations, but two distinct provisions with conflicting meanings.  In this case, either interpretation conflicts with and renders absurd the other.  We cannot identify a meaning that does not render the other absurd, so this rule of interpretation offers no guidance on which must be taken as true.

4 hours ago, Josh Martin said:

Finally, some interpretation of the rules in question must be arrived at until the bylaws can be amended, since the society needs to know what the rules for amendment are in order to amend the bylaws. This interpretation seems to me to be the best interim solution.

Well, if not the best than perhaps the least worst.  Given the degree to which the two provisions disagree, I think it might make just as much sense for the assembly to simply pick one and ignore the other, possibly raise a point of order that the other is being violated, appeal the resulting ruling if necessary.

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12 minutes ago, Gary Novosielski said:

A bylaws amendment is more than just the motion to do so.  It is a motion that has been duly adopted.  If the motion can't be adopted at a regular meeting then the bylaws can't be amended at a regular meeting.

The exact wording of the rule is "amendments to the bylaws may be made by the general membership at regular meetings." The mere "making" of a motion, whether that motion is an amendment to the bylaws or anything else, does not adopt the motion.

If the bylaws said "The bylaws may be amended by the general membership at regular meetings," I would agree with your position.

12 minutes ago, Gary Novosielski said:

A bylaws amendment is more than just the motion to do so.  It is a motion that has been duly adopted.  If the motion can't be adopted at a regular meeting then the bylaws can't be amended at a regular meeting.

I identified a meaning which does not render the other absurd.

I agree, however, that if it is in fact correct that it is impossible to identify a meaning that does not render the other absurd, this rule offers no guidance.

12 minutes ago, Gary Novosielski said:

Given the degree to which the two provisions disagree, I think it might make just as much sense for the assembly to simply pick one and ignore the other, possibly raise a point of order that the other is being violated, appeal the resulting ruling if necessary.

Okay, but even if we accept it is correct that the two provisions cannot be reconciled, it is not appropriate to "simply pick one and ignore the other." Such a choice should still be based on the Principles of Interpretation. If none of the other principles are helpful in this regard, the fallback would seem to be that "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (RONR, 11th ed., pg. 588)

Edited by Josh Martin

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While this might be the more time consuming method, I offer the suggestion that in order to fix this by way of amendment the Annual Meeting being a regularly scheduled and called meeting is where such amendment should take place. There may well be other regular meetings throughout the year but apparently amendments can only be voted on at one of them. At least that is my decidedly uneducated and novice opinion of this. 

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On ‎8‎/‎7‎/‎2020 at 7:56 PM, Guest Brent said:

Which one do you go by

Although not listed in the principles of interpretation listed on page 588, I submit that you might also consider whether one provision was adopted subsequent to the other provision and consider the most recent pronouncement as the true intent of the body at the time of the adoption. 

I note that the principles of interpretation in RONR are not "THE Principles of Interpretation", but are specifically referred to as "SOME pronciples of interpretation which MAY be of use.  They are clearly not exclusive or the only principles of interpretation that can be used..   Here is the precise quote from page 588:  "Some Principles of Interpretation In preparing bylaws and interpreting them, the following principles of interpretation—which have equal application to other rules and documents adopted by an organization—may be of assistance".  (Emphasis added). 

It is quite common for the courts, when considering two conflicting statutes,  to consider the most recent pronouncement or enactment of a legislature as the statement expressing the will or intent of the legislature.  Nothing in RONR prohibits a deliberative assembly from using the same analysis in addition to those suggestions in RONR.

A couple of other comments: :  I agree with Mr. Novosielski that the phrase in the bylaws that bylaw amendments "may be made by the general membership" at a general membership meeting is referring to the actual  adoption, not the proposing of, bylaw amendments. When we say we "made an amendment to the bylaws", we usually mean that we actually ADOPTED an amendment to the bylaws, not that someone merely proposed one.

Finally, it seems rather silly... perhaps absurd... to say that in order to amend the bylaws, the ASSEMBLY (not a member) must adopt a proposed bylaw amendment at one general membership meeting, then have the board consider said amendment and make a recommendation back to the membership as to whether it should be adopted (when the membership itself proposed the amendment) at the annual meeting and then have the membership vote still AGAIN on the same amendment that the membership proposed at the earlier meeting. 

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On 8/8/2020 at 6:33 PM, AFS1970 said:

While this might be the more time consuming method, I offer the suggestion that in order to fix this by way of amendment the Annual Meeting being a regularly scheduled and called meeting is where such amendment should take place. There may well be other regular meetings throughout the year but apparently amendments can only be voted on at one of them. At least that is my decidedly uneducated and novice opinion of this. 

A pretty good opinion nevertheless.

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8 hours ago, Richard Brown said:

It is quite common for the courts, when considering two conflicting statutes,  to consider the most recent pronouncement or enactment of a legislature as the statement expressing the will or intent of the legislature.  Nothing in RONR prohibits a deliberative assembly from using the same analysis in addition to those suggestions in RONR.

I agree that the Principles of Interpretation are not exhaustive. I also agree that the particular principle of "to consider the most recent pronouncement or enactment of a legislature as the statement expressing the will or intent of the legislature" is a reasonable one for other societies as well and that RONR does not prohibit applying such a principle. Indeed, I think this principle is wholly in accord with the principle that "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (RONR, 11th ed., pg. 588)

I remain of the opinion, however, that the idea that the bylaw provisions are totally irreconcilable and that the conflict can only be resolved by ignoring one or the other of the provisions should be the last resort.

8 hours ago, Richard Brown said:

A couple of other comments: :  I agree with Mr. Novosielski that the phrase in the bylaws that bylaw amendments "may be made by the general membership" at a general membership meeting is referring to the actual  adoption, not the proposing of, bylaw amendments. When we say we "made an amendment to the bylaws", we usually mean that we actually ADOPTED an amendment to the bylaws, not that someone merely proposed one.

Finally, it seems rather silly... perhaps absurd... to say that in order to amend the bylaws, the ASSEMBLY (not a member) must adopt a proposed bylaw amendment at one general membership meeting, then have the board consider said amendment and make a recommendation back to the membership as to whether it should be adopted (when the membership itself proposed the amendment) at the annual meeting and then have the membership vote still AGAIN on the same amendment that the membership proposed at the earlier meeting. 

If we accept that the phrase "may be made by the general membership" can only be interpreted as referring to the adoption of the amendments, then perhaps we should consider AFS1970's interpretation instead. This interpretation appears to rely on the Principle of Interpretation that "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR, 11th ed., pg. 589) In this view, the rule referring to the bylaws being voted on at the annual meeting (rather than any regular meeting) is the more specific rule and is therefore controlling. This seems to resolve the conflict without requiring the assembly to ignore either rule and also has the advantage of being simpler than what I came up with.

In this manner, it would seem the process would be much the same as the one I laid out earlier, but we'd skip Step 1.

Edited by Josh Martin

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