Bylaw Amendments Proposed by a Committee

[Weldon Merritt]

Suppose the amendment article in the bylaws provides that amendments may be proposed by, among others, “any committee.” Given that provision (with no restricting language), could a standing committee propose any amendments regardless of subject, or only amendments relating to its own structure or function?

Could a special committee propose any amendments regardless of subject, only amendments related to its structure or function, or no amendments at all (assuming proposing amendments was not included as a specific duty of the committee)?

In either event, if a committee proposed an amendment that it was beyond the scope of the committee’s function, and the amendment was nevertheless properly noticed, would a point of order that the amendment is not in order because it was not properly submitted in accordance with the bylaws be well-taken? (If it matters, assume that the organization has a bylaws committee to which proposed amendments must be submitted, that the amendment was timely submitted to the committee, and that the committee recommends adoption.)
 

[Rob Elsman]

Whether or not an amendment of the bylaws is involved, it seems clear to me, anyway, that a committee must confine its recommendations to matters over which it has care.

[Weldon Merritt]

On 6/16/2022 at 2:48 PM, Rob Elsman said:

Whether or not an amendment of the bylaws is involved, it seems clear to me, anyway, that a committee must confine its recommendations to matters over which it has care.

I pretty much agree. But the provision that amendments may be submitted by "any committee" must mean something. At the least, it must man that a standing committee may submit amendments that relate somehow to its area of concern.  I am less confident in the case of a special committee, which usually has a more limited charge than does a standing committee. 

[Rob Elsman]

Well, you know what I say: "It's your rule; you tell us."  🙂

[Weldon Merritt]

On 6/16/2022 at 3:57 PM, Rob Elsman said:

Well, you know what I say: "It's your rule; you tell us."  🙂

That's really helpful!😒

[Gary Novosielski]

Depending on other portions of the bylaws, such as whether there is a standing Bylaws Committee, and what its charge is, such as reviewing all proposed bylaws changes for clarity and potential conflicts,  it might be that changes proposed by other committees would have to pass through that process, rather than having a shortcut to the floor.

[Dan Honemann]

On 6/16/2022 at 3:20 PM, Weldon Merritt said:

Suppose the amendment article in the bylaws provides that amendments may be proposed by, among others, “any committee.” Given that provision (with no restricting language), could a standing committee propose any amendments regardless of subject, or only amendments relating to its own structure or function?

I think that the latter is most likely what is intended.

 

On 6/16/2022 at 3:20 PM, Weldon Merritt said:

Could a special committee propose any amendments regardless of subject, only amendments related to its structure or function, or no amendments at all (assuming proposing amendments was not included as a specific duty of the committee)?

I think it most likely that special committees may also propose bylaw amendments if they are relevant to the specific task that they have been appointed to carry out.

 

On 6/16/2022 at 3:20 PM, Weldon Merritt said:

In either event, if a committee proposed an amendment that it was beyond the scope of the committee’s function, and the amendment was nevertheless properly noticed, would a point of order that the amendment is not in order because it was not properly submitted in accordance with the bylaws be well-taken? (If it matters, assume that the organization has a bylaws committee to which proposed amendments must be submitted, that the amendment was timely submitted to the committee, and that the committee recommends adoption.)
 

Based solely upon what has been posted, I think that the point of order would be well taken.  

[Weldon Merritt]

On 6/18/2022 at 2:14 PM, Dan Honemann said:

I think that the latter is most likely what is intended.

 

I think it most likely that special committees may also propose bylaw amendments if they are relevant to the specific task that they have been appointed to carry out.

 

Based solely upon what has been posted, I think that the point of order would be well taken.  

Finally, I get some useful advice! Thank you Dan. Your answers are pretty much in line with my thinking, but I was wondering if anyone had a different view.

[VBenz]

I would think the reverse would also be true.  If a Governance Committee were charged with updating bylaws, and one of those bylaws impacted/affected matters over which another committee had care, then good practice would be to involve that other committee in the amending process.

[Weldon Merritt]

On 7/14/2022 at 6:03 PM, VBenz said:

I would think the reverse would also be true.  If a Governance Committee were charged with updating bylaws, and one of those bylaws impacted/affected matters over which another committee had care, then good practice would be to involve that other committee in the amending process.

I agree that it would be good practice. Probably not required, however.