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Adopt Bylaw Changes By Implication


smb

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I know the technically correct answer to this question; but nevertheless interested in your thoughts and any recommendations

An organization has a set of policies and procedures [containing both special rules of order and standing rules.]  The requirements and amount of notice for amendments to the policies and procedures are identical to those for amending the Bylaws, except for the fact that the policies can be amended at any membership meeting and the Bylaws only at the annual meeting.

The Bylaws provide that ALL committee appointments are made by the President, subject to confirmation by the Board of Directors.  Long ago, the identical language was apparently placed into their policy and procedures, with further details about committee responsibilities and procedures.   At their last annual meeting, the assembly voted to amend the policy & procedure to clarify that the President's authority is intended only for the organization's standing committees and giving their Board of Directors authority to appoint the members of ad-hoc or special committees created by the Board itself.  It is now several months later, and someone has noticed that they amended the policies and procedures, but neglected to amend the identical language in the Bylaws.  Needless to say, the President now claims the Bylaws take precedence and that he has sole authority to appoint ALL committee members.  He has declared the appointments made by the Board during the past four months invalid and plans to repopulate the committees.  [subject to confirmation of course]  Some on the board are concerned not only about the political war that will probably ensue, but also what effect, if any, this might have on actions already taken by the committees during the past few months.  [Some of the special committees were delegated power to act independently in some areas, not having to come back to the board.]

The obvious solution is to simply say that since the bylaws and the policies have the identical requirement for notice and the required vote for adoption, and that those procedures were properly followed, then the failure to amend the bylaws too was inadvertent error and that they were also amended by implication.  Of course, RONR unlike the Standard Code does not allow for amendment or repeal by implication.  [And I'm not even sure the Standard Code would recognize it for Bylaws]

In any event, it is another 7 months until their next annual meeting where they can amend the Bylaws to conform.

Suggestions?

Thx

 

 

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On 4/24/2022 at 1:15 PM, smb said:

I know the technically correct answer to this question; but nevertheless interested in your thoughts and any recommendations

An organization has a set of policies and procedures [containing both special rules of order and standing rules.]  The requirements and amount of notice for amendments to the policies and procedures are identical to those for amending the Bylaws, except for the fact that the policies can be amended at any membership meeting and the Bylaws only at the annual meeting.

The Bylaws provide that ALL committee appointments are made by the President, subject to confirmation by the Board of Directors.  Long ago, the identical language was apparently placed into their policy and procedures, with further details about committee responsibilities and procedures.   At their last annual meeting, the assembly voted to amend the policy & procedure to clarify that the President's authority is intended only for the organization's standing committees and giving their Board of Directors authority to appoint the members of ad-hoc or special committees created by the Board itself.  It is now several months later, and someone has noticed that they amended the policies and procedures, but neglected to amend the identical language in the Bylaws.  Needless to say, the President now claims the Bylaws take precedence and that he has sole authority to appoint ALL committee members.  He has declared the appointments made by the Board during the past four months invalid and plans to repopulate the committees.  [subject to confirmation of course]  Some on the board are concerned not only about the political war that will probably ensue, but also what effect, if any, this might have on actions already taken by the committees during the past few months.  [Some of the special committees were delegated power to act independently in some areas, not having to come back to the board.]

The obvious solution is to simply say that since the bylaws and the policies have the identical requirement for notice and the required vote for adoption, and that those procedures were properly followed, then the failure to amend the bylaws too was inadvertent error and that they were also amended by implication.  Of course, RONR unlike the Standard Code does not allow for amendment or repeal by implication.  [And I'm not even sure the Standard Code would recognize it for Bylaws]

In any event, it is another 7 months until their next annual meeting where they can amend the Bylaws to conform.

Suggestions?

Thx

 

 

My thought is that if the amendments were not properly noticed as amendments to the bylaws, then the bylaws were not amended. And since the bylaws take precedence over the policies and procedures, the president is correct.

This illustrates the wisdom of what I often refer to as "Seabold's Maxim" (after RONR author Dan Seabold, from whom I first heard it in a workshop he gave several years ago): "Say it once; say it clearly; and say it in the right place." 

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I do not agree that this would be "appeal by implication," even under AIPTSC.  I would note that, under RONR, a newly created bylaw conflicting with a previously adopted (and unrepealed) bylaw would not necessarily be out of order (23:6, b).  Neither, however, would permit a lesser set of rules to amend the bylaws. 

I agree with my colleague Mr. Merritt that the bylaws were not amended. 

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