Bylaws

[Angie N]

Hello,

I am in an organization that is going through a restructure. In our last meeting, the changes were presented to be voted on next month.  Part of the changes is eliminating positions that are in the bylaws. The president said that the proposal to restructure will be voted on first and then over the summer the Bylaws will be updated. Is that the correct steps to take? I thought any proposed changes that would affect the bylaws would have to be presented as a proposed bylaw amendment and voted on first. Also we don't meet over the summer. 

Please advise.

Thank you!

[Hieu H. Huynh]

1 hour ago, Angie N said:

I thought any proposed changes that would affect the bylaws would have to be presented as a proposed bylaw amendment and voted on first.

I would agree with you.

[Richard Brown]

4 hours ago, Angie N said:

The president said that the proposal to restructure will be voted on first and then over the summer the Bylaws will be updated. Is that the correct steps to take? I

Actually, what the president is suggesting can be done, although perhaps not in precisely the manner that he envisions. It would be perfectly appropriate for the assembly to adopt a motion either creating a bylaws committee or directing the standing bylaws committee to draft bylaw amendments or a revision that would change the governing structure of the society in the following ways: (insert the proposal here).

That is a way of giving instructions to a committee which is perfectly proper under §13:8 (d) of RONR. The assembly is under no obligation to adopt the bylaw amendments proposed by the committee, but it has given the committee a sense of direction as to how to proceed. 

[Angie N]

22 minutes ago, Richard Brown said:

Actually, what the president is suggesting can be done, although perhaps not in precisely the manner that he envisions. It would be perfectly appropriate for the assembly to adopt a motion either creating a bylaws committee or directing the standing bylaws committee to draft bylaw amendments or a revision that would change the governing structure of the society in the following ways: (insert the proposal here).

That is a way of giving instructions to a committee which is perfectly proper under §13:8 (d) of RONR. The assembly is under no obligation to adopt the bylaw amendments proposed by the committee, but it has given the committee a sense of direction as to how to proceed. 

Thank you for your response although I don't fully understand it. What you are saying isn't how the information is being proposed or presented.  There isn't any intent to  to create a bylaws committee. The intent as mentioned is to vote on the structural change and then make changes to the Bylaws over the summer.  I wanted to verify if that was in order to do. 

[Richard Brown]

2 hours ago, Angie N said:

Thank you for your response although I don't fully understand it. What you are saying isn't how the information is being proposed or presented.  There isn't any intent to  to create a bylaws committee. The intent as mentioned is to vote on the structural change and then make changes to the Bylaws over the summer.  I wanted to verify if that was in order to do. 

As Mr. Nguyen Huynh said, it is not proper to do it in the way the president is proposing, but it is proper to do it in the way I suggested. If you do not understand my post, then I strongly urge you to get a copy of RONR if you don’t already have one and to study §13 on “Commit or Refer”. §13:8 (d) which I referred to in my first post as part of that section. If the assembly first decides that it wants to consider modifying its organizational structure, it may adopt a motion referring the matter to a committee and instructing the committee to draft a set of bylaw amendments that will accomplish the intended purpose.

Edited April 28, 2021 at 04:59 PM by Richard Brown
Corrected spelling of Mr. Huynh’s name in first sentence

[Atul Kapur]

It sounds to me like mr. Brown was trying to make sense of the intent as you describe it and describe a way that this could be done while following the rules.

The method to make structural changes is by adopting the bylaw amendments. On the other hand, it almost sounds like the proposal is to vote on the structural change and you will "deal with the paperwork" later. That is not correct procedure. Questions that arise from the procedure you describe include: what vote would be required to make the structural change? Who would then write the bylaw amendments? Would they be subject to a separate vote? When would the structural change take effect? Hint: the answer to the last question is "When the bylaw amendment is adopted."

The writing of the bylaw amendments is not just some minor secretarial task. If that is what is being proposed, it is not appropriate.

 

 

Edited April 28, 2021 at 02:58 PM by Atul Kapur

[Angie N]

38 minutes ago, Richard Brown said:

As Mr. Nguyen said, it is not proper to do it in the way the president is proposing, but it is proper to do it in the way I suggested. If you do not understand my post, then I strongly urge you to get a copy of RONR if you don’t already have one and to study §13 on “Commit or Refer”. §13:8 (d) which I referred to in my first post as part of that section. If the assembly first decides that it wants to consider modifying its organizational structure, it may adopt a motion referring the matter to a committee and instructing the committee to draft a set of bylaw amendments that will accomplish the intended purpose.

I do have a copy of RONR and in brief. The confusion for me is unrelated to RONR.  You stated that what the president stated can be done and then offered a way to do it which was different than what I stated. I was trying to understand based on what I stated if that was in order but I understand now based on Mr. Kapur's response that you were offering a solution for how it can be done.  

[Angie N]

45 minutes ago, Atul Kapur said:

It sounds to me like mr. Brown was trying to make sense of the intent as you describe it and describe a way that this could be done while following the rules.

The method to make structural changes is by adopting the bylaw amendments. On the other hand, it almost sounds like the proposal is to vote on the structural change and you will "deal with the paperwork" later. That is not correct procedure. Questions that arise from the procedure you describe include: what vote would be required to make the structural change? Who would then write the bylaw amendments? Would they be subject to a separate vote? When would the structural change take effect? Hint: the answer to the last question is "When the bylaw amendment is adopted."

The writing of the bylaw amendments is not just some minor secretarial task. If that is what is being proposed, it is not appropriate.

 

 

Thank you Mr. Kapur! This was very helpful. 

[Angie N]

4 hours ago, Hieu H. Huynh said:

I would agree with you.

Thank you for responding! 

[Richard Brown]

36 minutes ago, Angie N said:

but I understand now based on Mr. Kapur's response that you were offering a solution for how it can be done

Yes, that is correct.  The method proposed by your president is not proper.  What I  suggested is a way of properly doing it that retains the spirit of what the president proposes, but not in the way that he (or she) proposes doing it.   It lets the assembly first decide that it does want to change the organizational structure (or at least consider changing it) and directs a bylaws committee to draft bylaw amendments that will accomplish that purpose. The bylaw changes proposed by the bylaws committee in accord with its instructions will eventually have to be adopted (or rejected or amended) by the assembly once the amendments are formally presented and before the assembly.

Edited to add:  The committee to which the proposal is submitted does not necessarily have to be a bylaws committee, although that  seems the logical committee and might  have to be the committee if you have a standing bylaws committee to which all proposed bylaw amendments must be submitted or considered.  If there is no such requirement, you can create a new committee and call it the "Restructuring Committee" or whatever name suits your fancy.  Since it requires substantial bylaws amendments, a bylaws committee just seems to me like a logical choice, but it may not be the only choice.

Edited April 28, 2021 at 04:22 PM by Richard Brown
Added last paragraph

[Angie N]

45 minutes ago, Richard Brown said:

Yes, that is correct.  The method proposed by your president is not proper.  What I  suggested is a way of properly doing it that retains the spirit of what the president proposes, but not in the way that he (or she) proposes doing it.   It lets the assembly first decide that it does want to change the organizational structure (or at least consider changing it) and directs a bylaws committee to draft bylaw amendments that will accomplish that purpose. The bylaw changes proposed by the bylaws committee in accord with its instructions will eventually have to be adopted (or rejected or amended) by the assembly once the amendments are formally presented and before the assembly.

Edited to add:  The committee to which the proposal is submitted does not necessarily have to be a bylaws committee, although that  seems the logical committee and might  have to be the committee if you have a standing bylaws committee to which all proposed bylaw amendments must be submitted or considered.  If there is no such requirement, you can create a new committee and call it the "Restructuring Committee" or whatever name suits your fancy.  Since it requires substantial bylaws amendments, a bylaws committee just seems to me like a logical choice, but it may not be the only choice.

Thank you Mr Brown for the suggestion on how it can be done! I understand now. 

[Guest Puzzling]

1 hour ago, Angie N said:

I do have a copy of RONR and in brief. The confusion for me is unrelated to RONR.  You stated that what the president stated can be done and then offered a way to do it which was different than what I stated. I was trying to understand based on what I stated if that was in order but I understand now based on Mr. Kapur's response that you were offering a solution for how it can be done.  

You need the full version of RONR (12th edition) complete chapters on what to put in the bylaws   and how to amend them, the same on setting up committees in general , and that is just a small part of it...

[Angie N]

2 minutes ago, Guest Puzzling said:

You need the full version of RONR (12th edition) complete chapters on what to put in the bylaws   and how to amend them, the same on setting up committees in general , and that is just a small part of it...

I mentioned I have both but thanks.

[Guest Puzzling]

4 hours ago, Angie N said:

I mentioned I have both but thanks.

Mea culpa. Sorry I mis read your post 

 

[Gary Novosielski]

On 4/28/2021 at 10:35 AM, Angie N said:

Thank you for your response although I don't fully understand it. What you are saying isn't how the information is being proposed or presented.  There isn't any intent to  to create a bylaws committee. The intent as mentioned is to vote on the structural change and then make changes to the Bylaws over the summer.  I wanted to verify if that was in order to do. 

It is in order to vote on the intent to implement a structural change.  But the actual change cannot be implemented except by actually changing the bylaws.  That's why it makes sense that the first motion should be one to appoint or charge a committee to draft the proposed language necessary to implement the changes to the bylaws, to be adopted over the summer.