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"Administrative" changes to Association Constitution and Bylaws?


Brian McMillan
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I am a novice parliamentarian for a national non-profit association. The board has determined that the role of Administrative Officer (AO) is too onerous for one volunteer to perform and, if I am reading the room accurately,  will soon vote to replace the position with two newly created roles, a Chief Financial Officer (CFO) and a Membership Management Officer (MMO), and divide the AO responsibilities between them. The current AO would assume the CFO role and another volunteer would be sought to fill the MMO position. The CFO would take over the AO's position on the board; the MMO would not be added to the board.

My question concerns the process for updating this change in the association's Constitution and Bylaws. In this document, the phrase "Administrative Officer" appears several times; these instances will have to be replaced by one or the other new title as appropriate. There is an Amendments article in the Constitution and Bylaws that calls for an election to amend this document. But is a vote of the membership necessary when the changes proposed are not substantive, but merely "administrative," i.e., a change in title to reflect reassigned responsibilities? 

Edited by Brian McMillan
clarification
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13 minutes ago, Brian McMillan said:

I am a novice parliamentarian for a national non-profit association. The board has determined that the role of Administrative Officer (AO) is too onerous for one volunteer to perform and, if I am reading the room accurately,  will soon vote to divide the position's responsibilities between two newly created roles, a Chief Financial Officer (CFO) and a Membership Management Officer (MMO). The current AO would assume the CFO role and another volunteer would be sought to fill the MMO position. The CFO would take over the AO's position on the board; the MMO would not be added to the board.

My question concerns the process for updating this change in the association's Constitution and Bylaws. In this document, the phrase "Administrative Officer" appears several times; these instances will have to be replaced by one or the other new title as appropriate. There is an Amendments article in the Constitution and Bylaws that calls for an election to amend this document. But is a vote of the membership necessary when the changes proposed are not substantive, but merely "administrative," i.e., a change in title to reflect reassigned responsibilities? 

Yes, a vote is required since there is a proposal to amend the document.  Edited to add:  Forget about trying to decide if something is substantive or administrative.  Any change is an amendment.

Edited by George Mervosh
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2 hours ago, Brian McMillan said:

I am a novice parliamentarian for a national non-profit association. The board has determined that the role of Administrative Officer (AO) is too onerous for one volunteer to perform and, if I am reading the room accurately,  will soon vote to replace the position with two newly created roles, a Chief Financial Officer (CFO) and a Membership Management Officer (MMO), and divide the AO responsibilities between them. The current AO would assume the CFO role and another volunteer would be sought to fill the MMO position. The CFO would take over the AO's position on the board; the MMO would not be added to the board.

My question concerns the process for updating this change in the association's Constitution and Bylaws. In this document, the phrase "Administrative Officer" appears several times; these instances will have to be replaced by one or the other new title as appropriate. There is an Amendments article in the Constitution and Bylaws that calls for an election to amend this document. But is a vote of the membership necessary when the changes proposed are not substantive, but merely "administrative," i.e., a change in title to reflect reassigned responsibilities? 

It would be appropriate to group these items together and take only a single vote on all of them. The various places where "Administrative Officer" would be replaced with either "Chief Financial Officer" or "Membership Management Officer" would be conforming amendments. See RONR (12th ed.) 12:15.

Edited by Josh Martin
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10 hours ago, Brian McMillan said:

But is a vote of the membership necessary when the changes proposed are not substantive, but merely "administrative," i.e., a change in title to reflect reassigned responsibilities? 

Absolutely.  In the first place this is not just a change in title, it is a restructuring of responsibilities, which is a significant change.  

But in any case, it would required a vote of the membership to change a single comma in the bylaws.

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On 7/13/2021 at 6:54 AM, Guest Puzzling said:

Also the change would (guessing here) result in an extra officer of the organization. (Or who of the two will be member of the executive board)

I think we know that the MMO would not be a board member.  But if the bylaws are going to be restructured to divide the work between the current position and the new MMO position, that will have to be defined somewhere in there.

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