Minor/Non-substantive revisions to by-laws

[Guest David Golemboski]

Is it permissible for an organization to authorize (in advance) revisions to the by-laws that are clerical or non-substantive in nature? E.g., updating the names of obsolete titles or offices? The idea is that the organization or board would approve a motion authorizing such-and-such person to amend the by-laws to reflect up-to-date titles, etc. Would this be permissible?

[Josh Martin]

On 2/9/2022 at 2:39 PM, Guest David Golemboski said:

Is it permissible for an organization to authorize (in advance) revisions to the by-laws that are clerical or non-substantive in nature? E.g., updating the names of obsolete titles or offices? The idea is that the organization or board would approve a motion authorizing such-and-such person to amend the by-laws to reflect up-to-date titles, etc. Would this be permissible?

No, a motion is not sufficient to authorize "such-and-such person to amend the bylaws to reflect up-to-date titles, etc." The only manner in which this could be authorized would be if the bylaws themselves contained such a provision. In the event the society chooses to adopt such a provision, it should be certain to word it very carefully to specify under what circumstances the bylaws may be amended in this manner.

I am also not entirely clear on how the title of an office specified in the bylaws can, in fact, be changed except by amending the bylaws, so I am not certain how this situation arises. Can you give an example of a circumstance where you think this provision would be applicable?

Edited February 9, 2022 at 09:28 PM by Josh Martin

[Guest David Golemboski]

Thanks for this reply -- it's as I suspected.

An example like I have in mind might be, e.g., if the by-laws established a standing committee with a membership including a position not established by the by-laws (e.g., "the Chief Operating Officer"), but that position's title changes (e.g., the Executive Director re-brands it "Chief of Staff").

I imagined that authorizing by-laws changes in advance wouldn't be permitted -- its only advantage is expediency, saving the society the trouble of voting on amendments that everyone recognizes in advance as merely clerical.

[Atul Kapur]

@Josh Martin I had the same question as you did about how the names of offices could be changed without a bylaws amendment. In this case, however, wouldn't 57:19 come into play, considering this a technical or conforming change or, more generally, as a correction "that cannot result in a change of meaning"?

[Weldon Merritt]

On 2/9/2022 at 3:31 PM, Guest David Golemboski said:

An example like I have in mind might be, e.g., if the by-laws established a standing committee with a membership including a position not established by the by-laws (e.g., "the Chief Operating Officer"), but that position's title changes (e.g., the Executive Director re-brands it "Chief of Staff").

How would the position of "Chief Operating Officer" (or any other position) be established if not in the bylaws? Especially if a committee established in the bylaws includes that specific position? I suppose there might be some positions that are established outside the bylaws (such as by a standing rule). But it doesn't seem very likely to me that a position not defined in the bylaws might be included in a committee established by the bylaws.

[Weldon Merritt]

On 2/9/2022 at 4:32 PM, Atul Kapur said:

@Josh Martin I had the same question as you did about how the names of offices could be changed without a bylaws amendment. In this case, however, wouldn't 57:19 come into play, considering this a technical or conforming change or, more generally, as a correction "that cannot result in a change of meaning"?

Maybe so, but I believe 57:19 comes into play only when a bylaws amendment has been adopted, and that amendment necessitates the types of changes that 57:19 addresses.

[J. J.]

On 2/9/2022 at 6:37 PM, Weldon Merritt said:

Maybe so, but I believe 57:19 comes into play only when a bylaws amendment has been adopted, and that amendment necessitates the types of changes that 57:19 addresses.

I think I am in agreement with Mr. Merritt. 

That said, a bylaw amendment to "change the title of the office of X to the office of Y everyplace where the title X is used," would be in order. If X was used 20 times, I do not believe 20 separate amendments are necessary.

[Josh Martin]

On 2/9/2022 at 5:32 PM, Atul Kapur said:

@Josh Martin I had the same question as you did about how the names of offices could be changed without a bylaws amendment. In this case, however, wouldn't 57:19 come into play, considering this a technical or conforming change or, more generally, as a correction "that cannot result in a change of meaning"?

No, I don't think so. The application of 57:19 is extremely limited.

"In the process of amending previously adopted documents of this kind, indisputably necessary changes in designation by number or letter may be presumed to have been included in the assembly’s action even if they were not mentioned. For example, if an assembly adopts a motion “to insert after Article III a new Article IV reading as follows:…,” the secretary or a committee would, of course, raise the numerical designation of each of the later articles by one, even if the enacting motion made no reference to doing so. Only the assembly can amend captions or headings under the rules applicable to bylaws or other papers if such change could have any effect on meaning, and this authority may not be delegated. Corrections of article or section numbers or cross-references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee." RONR (12th ed.) 57:19, emphasis added

The situation at hand does not arise during the process of amending previously adopted documents, nor does it involve article or section numbers or cross-references.

On 2/9/2022 at 5:54 PM, J. J. said:

That said, a bylaw amendment to "change the title of the office of X to the office of Y everyplace where the title X is used," would be in order. If X was used 20 times, I do not believe 20 separate amendments are necessary.

Yes, I agree. That would certainly be a case of "conforming amendments."

Edited February 10, 2022 at 12:14 AM by Josh Martin

[Joshua Katz]

For my own edification, why couldn't a motion be adopted to authorize this? It would, of course, require the same vote as an amendment to the bylaws, but why couldn't it be done that way?