Bylaws Defer to Policies & Procedures, but PNPs Don't Address Topic

[Niki Lynn]

Background: Currently, our group's Board of Directors has 10 positions; 4 of them are officers and 6 of them are directors. The Bylaws outline the roles and responsibilities of the officers, but leave the 6 directors' roles unnamed and open-ended (referred to as "The 6 Directors" only) and defer to the PNPs for clarification on them, to allow for the flexing of the job titles and descriptions when necessary without having to amend Bylaws.

Problem: What the Bylaws nor the PNPs outline is the MODE of ratifying these job titles and descriptions–nothing like "...appointed by President," "...must be approved of by 2/3 of general assembly," or "...requires Board notice and approval be given prior" is specified or even hinted at.

Question: Where should the rules about who has the power to, and how can the Director roles be changed, live (Bylaws or PNPs?), and how do we go about legally addressing the need for these rules to be created and then followed? Currently, nowhere is it stated who can or how to amend the PNPs.

SIDE NOTE: Of course I came across this discrepancy during our nominations season (Elections are in February) at a time when we desperately need to change the job title and description of one of the directorships, but have no idea how to do so within a proper protocol, and are now under time constraint to figure this out so that nominations can happen properly. I am hoping to have a solution by Tuesday Nov. 9th to present to the membership so that we can move forward with ensuring this unneeded position is replaced by one that will better serve our purpose.

[Guest Zev]

If the title and the description of the responsibilities are defined in the bylaws then a bylaws amendment would be needed. If it is defined in the PNP then the PNP would need to be amended. Whichever document it is would contain a section outlining the requirements for their amendment which is what you would follow in order to accomplish that objective. Read those two documents and determine which one it is. Give notice of the contemplated change in the call of the meeting for Nov 9, if time allows. Otherwise make sure the call of the February meeting includes this item, make the necessary changes before the election and then conduct the election proper.

[Niki Lynn]

On 11/5/2021 at 8:10 PM, Guest Zev said:

If the title and the description of the responsibilities are defined in the bylaws then a bylaws amendment would be needed. If it is defined in the PNP then the PNP would need to be amended. Whichever document it is would contain a section outlining the requirements for their amendment which is what you would follow in order to accomplish that objective. Read those two documents and determine which one it is. Give notice of the contemplated change in the call of the meeting for Nov 9, if time allows. Otherwise make sure the call of the February meeting includes this item, make the necessary changes before the election and then conduct the election proper.

Sorry–I never got notified of this reply and am just now seeing it. Currently, nowhere is it stated who can or how to amend the PNPs. The PNP's silence on this is the exact reason for my post and question. With no direction on this, I am unsure how to proceed.

[Dan Honemann]

Ordinarily, a document entitled "Policies and Procedures" is simply a compilation of special rules and standing rules which have been adopted from time to time and have continuing force and effect.  You will find a discussion of these in RONR (12th ed.) 2:14-24.

[Niki Lynn]

On 11/16/2021 at 3:25 PM, Dan Honemann said:

Ordinarily, a document entitled "Policies and Procedures" is simply a compilation of special rules and standing rules which have been adopted from time to time and have continuing force and effect.  You will find a discussion of these in RONR (12th ed.) 2:14-24.

thank you–reading now //content.invisioncic.com/r127373/emoticons/default_smile.png

[Niki Lynn]

On 11/16/2021 at 3:25 PM, Dan Honemann said:

Ordinarily, a document entitled "Policies and Procedures" is simply a compilation of special rules and standing rules which have been adopted from time to time and have continuing force and effect.  You will find a discussion of these in RONR (12th ed.) 2:14-24.

OK, so after further inspection of 2:14-24, it seems that amending the PNPs requires the same measures as amending bylaws–prior notice & 2/3 vote, OR majority vote...

That is, until you read 2:25–I believe–which states (my paraphrasing) that if a "Custom" has been established where no previous contrary provision has been made, then the organization is allowed to proceed as has become customary for that particular organization, until and unless a Point of Order conflict arises. Am I reading/understanding this correctly?

[Atul Kapur]

From your description, it sounds like these are standing rules as RONR defines them, rather than special rules of order. So look at 2:23 and, for the vote required to amend them, 35:2(7).

This is, of course, based on your short description.

[Niki Lynn]

On 11/16/2021 at 4:56 PM, Atul Kapur said:

From your description, it sounds like these are standing rules as RONR defines them, rather than special rules of order. So look at 2:23 and, for the vote required to amend them, 35:2(7).

This is, of course, based on your short description.

Thank you–35:2(7) was helpful! I am wondering how 2:25 applies to it, if at all. 

[Atul Kapur]

2:25 applies to your "unwritten rules," aka "that's the way we've always done it." 

The problem with unwritten rules is that different people read them different ways — or have different memories of how things have been done in the past.

As 2:25 says, if there is a disagreement, a majority vote resolves it.