Complete Bylaw Revision without Standing Rules or Special Rules of Order

[Tomm]

Our organization is currently going thru a complete review and rewrite of the Bylaws. The organization has, along with the current Bylaws, a list of what they refer to as Board Policies, which I assume can be referenced as Standing Rules because these rules are not used in the context of a meeting.

However, the corporate documents currently fail to comply with RONR because they lack the separate prescribed corporate documents which reference to those Board Policies as Standing Rules and there are currently no documented Special Rules of Order.

Question: I assume those Board Policies can be re-identified as Standing Rules, but can Special Rules of Order, which currently don't exist be included in the newly revised Bylaws or do they need to be established as a second process, at a meeting, once the revised Bylaws have been approved? 

I also understand that there should be Standing Rules that would apply to the entire organization, but also separate Standing Rules that apply to each the General Membership Meetings and to the Board Meetings, as well as a separate set of Special Rules of Order for each the General Membership Meetings and meetings of the Board!

 

[Gary Novosielski]

On 9/13/2022 at 6:08 PM, Tomm said:

Our organization is currently going thru a complete review and rewrite of the Bylaws. The organization has, along with the current Bylaws, a list of what they refer to as Board Policies, which I assume can be referenced as Standing Rules because these rules are not used in the context of a meeting.

However, the corporate documents currently fail to comply with RONR because they lack the separate prescribed corporate documents which reference to those Board Policies as Standing Rules and there are currently no documented Special Rules of Order.

Question: I assume those Board Policies can be re-identified as Standing Rules, but can Special Rules of Order, which currently don't exist be included in the newly revised Bylaws or do they need to be established as a second process, at a meeting, once the revised Bylaws have been approved? 

I also understand that there should be Standing Rules that would apply to the entire organization, but also separate Standing Rules that apply to each the General Membership Meetings and to the Board Meetings, as well as a separate set of Special Rules of Order for each the General Membership Meetings and meetings of the Board!

 

Yes, some organizations refer to their Standing Rules as Policies, but I'm not sure I see why they would be Board ploidies.  If they are to apply to the entire organization, I'd expect them to be adopted by the Membership.  They would not be included in the bylaws, and do not automatically get rescinded because the bylaws were revised.

Although Special Rules of Order do not currently exist, there's nothing wrong with that.  You don't have to make up Special Rules of Order just to have them.  Adopt them if and when you need them, and not before.

There would not be Standing Rules that apply to Membership Meetings and Board meetings because, as you appeared to understand above, Standing Rules do not have application within meetings.

[Tomm]

On 9/13/2022 at 3:21 PM, Gary Novosielski said:

There would not be Standing Rules that apply to Membership Meetings and Board meetings because, as you appeared to understand above, Standing Rules do not have application within meetings.

The current Board Policies covers things like Charter Club Rules, Posting Signs, Press and Media, Retention of Documents. I'm thinking more along the lines of specific Standing Rules that only apply to the General Membership or to the Board.  As an example; a standing rule that allows video taping and recording at a General Membership Meeting may be different than the Standing Rule of a Board Meeting that doesn't allow video taping and recording! Or you can bring food and drink to a Membership Meeting but not a Board Meeting. It's my understanding that rules like that are not the type of rules that affect the governing rules and proceedings of a functioning in-process meeting but are outside the context of the actual meeting? That's why I believe there needs to be separate Standing Rules for each types of meeting.

Please advise.

[puzzling]

On 9/13/2022 at 11:08 PM, Tomm said:

Question: I assume those Board Policies can be re-identified as Standing Rules, but can Special Rules of Order, which currently don't exist be included in the newly revised Bylaws or do they need to be established as a second process, at a meeting, once the revised Bylaws have been approved? 

not disagreeing with anything Mr Novosielski says, I would like to point out that special rules of order are by definition not part of the bylaws. (they are different categories of rules) 

RONR 2:20 describes the practice of placing the rules in the nature of special rules of order in the bylaws as less desirable  because it can lead to casus of uncertainty as to whether a particular rule can be suspended. (and also the amending process becomes more convoluted)

[Dan Honemann]

On 9/13/2022 at 6:21 PM, Gary Novosielski said:

There would not be Standing Rules that apply to Membership Meetings and Board meetings because, as you appeared to understand above, Standing Rules do not have application within meetings.

Some certainly do.  RONR, 12th ed., 2:23-24, 25:15

[Josh Martin]

On 9/13/2022 at 5:08 PM, Tomm said:

Our organization is currently going thru a complete review and rewrite of the Bylaws. The organization has, along with the current Bylaws, a list of what they refer to as Board Policies, which I assume can be referenced as Standing Rules because these rules are not used in the context of a meeting.

Yes, this sounds correct to me.

On 9/13/2022 at 5:08 PM, Tomm said:

However, the corporate documents currently fail to comply with RONR because they lack the separate prescribed corporate documents which reference to those Board Policies as Standing Rules and there are currently no documented Special Rules of Order.

In and of itself, I don't agree that this indicates a failure to comply with RONR. There is nothing wrong with an assembly calling its standing rules something else, so long as the correct procedures are used for amending and adopting the standing rules. Indeed, it is very common for an organization to call such rules "Policies and Procedures" or something of that nature. Further, the fact that there are no Special Rules of Order is not an issue of compliance. An assembly is not required to have Special Rules of Order.

On 9/13/2022 at 5:08 PM, Tomm said:

Question: I assume those Board Policies can be re-identified as Standing Rules, but can Special Rules of Order, which currently don't exist be included in the newly revised Bylaws or do they need to be established as a second process, at a meeting, once the revised Bylaws have been approved? 

The special rules of order should be adopted separately from the bylaws.

On 9/13/2022 at 5:08 PM, Tomm said:

I also understand that there should be Standing Rules that would apply to the entire organization, but also separate Standing Rules that apply to each the General Membership Meetings and to the Board Meetings, as well as a separate set of Special Rules of Order for each the General Membership Meetings and meetings of the Board!

The organization does not need to have all of these different sets of rules, but certainly it may do so if it wishes, and to the extent that an organization does have all of these sets of rules, it would be advisable that they be clearly delineated.

On 9/13/2022 at 5:21 PM, Gary Novosielski said:

There would not be Standing Rules that apply to Membership Meetings and Board meetings because, as you appeared to understand above, Standing Rules do not have application within meetings.

A standing rule very well may have application within a meeting. The key is that a standing rule does not relate to parliamentary procedure.

On 9/13/2022 at 5:52 PM, Tomm said:

I'm thinking more along the lines of specific Standing Rules that only apply to the General Membership or to the Board.  As an example; a standing rule that allows video taping and recording at a General Membership Meeting may be different than the Standing Rule of a Board Meeting that doesn't allow video taping and recording! Or you can bring food and drink to a Membership Meeting but not a Board Meeting. It's my understanding that rules like that are not the type of rules that affect the governing rules and proceedings of a functioning in-process meeting but are outside the context of the actual meeting? That's why I believe there needs to be separate Standing Rules for each types of meeting.

You are entirely correct that all of these are examples of standing rules which are applicable within meetings and, as you suggest, the preferences of the organization may well be that these rules are different for different types of meetings. As noted above, there do not need to be separate standing rules for each type of meeting, but the organization certainly may do so if it wishes.

Edited September 14, 2022 at 03:01 PM by Josh Martin