Amending Bylaws

[Tapestry]

"Robert's Rules of Order Newly Revised" is the parliamentary authority in cases where they are not inconsistent with the bylaws or special orders.

I have a question pertaining the amendment of bylaws.  The bylaws have a procedure for their amendment, which requires written notice to be given to the membership three months prior to the convention.

With proper notice, a two-third vote of the membership present, can amend the bylaws.

The proposed amendments were received three weeks after they should have been received.

Can the proposed bylaw amendments be voted on at the upcoming convention?  If they can be voted on, does the vote threshold change?
 

[Richard Brown]

On 7/11/2022 at 10:50 AM, Tapestry said:

Can the proposed bylaw amendments be voted on at the upcoming convention?

No, not according to your bylaws (or at least the way I interpret them). It is ultimately up to the members of your organization to interpret your own bylaws, but this seems to clearly not comply with the requirement that proposed bylaw amendments be noticed to the members at least three months prior to the convention. Pursuant to the rules in RONR, lack of proper notice would prohibit the bylaws from being voted on at this convention. 

[Gary Novosielski]

On 7/11/2022 at 11:50 AM, Tapestry said:

"Robert's Rules of Order Newly Revised" is the parliamentary authority in cases where they are not inconsistent with the bylaws or speciNal orders.

I have a question pertaining the amendment of bylaws.  The bylaws have a procedure for their amendment, which requires written notice to be given to the membership three months prior to the convention.

With proper notice, a two-third vote of the membership present, can amend the bylaws.

The proposed amendments were received three weeks after they should have been received.

Can the proposed bylaw amendments be voted on at the upcoming convention?  If they can be voted on, does the vote threshold change?
 

No, that is a rule that cannot be suspended.

[Tapestry]

Thank you, Richard and Gary, for your valued input!

[George Mervosh]

Does the rule in 25:10 apply to a convention of delegates?  Tapestry mentions that this is a convention so that's why I ask.

[Atul Kapur]

On 7/12/2022 at 12:30 PM, George Mervosh said:

Does the rule in 25:10 apply to a convention of delegates?  Tapestry mentions that this is a convention so that's why I ask.

I believe it does, but even if it does not, 25:13 still applies ("Rules that have their application outside of the session 
which is in progress cannot be suspended.")

and the requirement for notice is a rule that has its application outside of the session, in this case three months outside of the session.

[George Mervosh]

On 7/12/2022 at 1:29 PM, Atul Kapur said:

I believe it does, but even if it does not, 25:13 still applies ("Rules that have their application outside of the session 
which is in progress cannot be suspended.")

and the requirement for notice is a rule that has its application outside of the session, in this case three months outside of the session.

I don't understand your reply.  In 10:44 we are told that "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions".  That has its application inside of a session and 25:10 directly mentions previous notice.

Edited July 12, 2022 at 06:19 PM by George Mervosh

[George Mervosh]

I do realize this one may be tricky since we don't have the exact bylaws language regarding bylaw amendments.  Tapestry does say the notice is sent to the membership.   If that's the case 25:10 may not apply in this case.  I'd like to see a case where it does though!

[Dan Honemann]

On 7/12/2022 at 12:30 PM, George Mervosh said:

Does the rule in 25:10 apply to a convention of delegates?  Tapestry mentions that this is a convention so that's why I ask.

This raises a very interesting question, and before considering it, it would indeed be nice to know if this is a convention of delegates, and also the exact language of the bylaw provisions concerning amendment of the bylaws.

 

[Rob Elsman]

Mr. Honemann, is there a way we could explore your "very interesting question" without having to know "if this is a convention of delegates" or "the exact language of the bylaw provisions"?  It would be a shame if we let the opportunity go without having the opportunity to learn something new.

[Tapestry]

On 7/13/2022 at 10:17 AM, Dan Honemann said:

This raises a very interesting question, and before considering it, it would indeed be nice to know if this is a convention of delegates, and also the exact language of the bylaw provisions concerning amendment of the bylaws.

Thank you for weighing in, Mr. Honemann, Mr. Kapur, Mr. Mervosh, and Mr. Elsman.  My apologies, I was away and did not have access to the bylaws.

Yes, it is a convention of delegates.

The language is as follows: The bylaws may be amended at any biennial national convention by a two-third vote of the xxx (membership) present, provided written notice has been submitted to the xxx (membership) three months prior to convention.

Edited July 16, 2022 at 01:52 AM by Tapestry

[Gary Novosielski]

Does it actually contain "xxx"  and "(membership)"?  

 

[Tapestry]

On 7/15/2022 at 10:36 PM, Gary Novosielski said:

Does it actually contain "xxx"  and "(membership)"?  

 

No, xxx was the removed identifiable content and was replaced with what it means generically, (membership).

[Gary Novosielski]

On 7/15/2022 at 11:41 PM, Tapestry said:

No, xxx was the removed identifiable content and was replaced with what it means generically, (membership).

The xxx is fine if it is the name of an organization, but we're trying to determine if these are members or delegates, so a paraphrase of membership is less than ideal.  Does the xxx contain any identifiable info beyond the name of the organization? Does it use the word membership, delegation, or something similar?

[Tapestry]

On 7/16/2022 at 12:11 AM, Gary Novosielski said:

The xxx is fine if it is the name of an organization, but we're trying to determine if these are members or delegates, so a paraphrase of membership is less than ideal.  Does the xxx contain any identifiable info beyond the name of the organization? Does it use the word membership, delegation, or something similar?

Yes, this is a convention of delegates.

Yes, the xxx represents the name of the national organization.

Yes, the xxx also represents various hierarchical groups of members, who make up the national organization.  Group 1, everyone is a delegate.  Groups 2 and 3, these members become delegates for the biennial national convention, via a vote, from their respective groups.  

No, the xxx does not contain any identifiable info beyond the name of the organization or the hierarchical group name.

In another previous Article and Section it states: The voting body for the national conventions shall be the xxx (various hierarchical groups) and delegates from each xxx (various hierarchical groups) who are in attendance at the convention.

Thank you all for your help; it is much appreciated!

[Dan Honemann]

I'm afraid that what is being described here is an organizational structure of such complexity that it would be foolhardy to even attempt to form an opinion as to the consequences of a three week delay in providing the requisite three months notice without, at a minimum, a careful reading of the governing documents in their entirety. 

The good news is that this appears to be a national organization of such magnitude that it will have available to it competent professional advice with respect to both parliamentary and legal matters.

 

 

 

[Tapestry]

Thank you, Mr. Honemann and everyone who has offered their thoughts; they are much appreciated!