procedure for voting on a bylaw revision

[Guest Karen]

I have a question about proper procedure for revising - not amending - bylaws.  And if you can provide where in RRNR 12th edition to find the procedure, that would be helpful.  A committee has proposed a completely new set of bylaws for our church and are getting ready to present them to the membership.

Specifically, does the assembly discuss the main motion to adopt the newly proposed bylaws PRIOR to making the amendments to the proposed bylaws?  Seems more logical to discuss the finished product after all the amendments have been made than to discuss the proposal which could be changed substantially by amendments.  Again, if this is detailed in RONR, please provide specifics.

I am so grateful for this forum and the answers that you all provide.

[Josh Martin]

On 2/10/2023 at 1:05 PM, Guest Karen said:

I have a question about proper procedure for revising - not amending - bylaws. 

A revision is a form of amendment.

On 2/10/2023 at 1:05 PM, Guest Karen said:

And if you can provide where in RRNR 12th edition to find the procedure, that would be helpful.

See RONR (12th ed.) 57:5, and see also Section 28.

On 2/10/2023 at 1:05 PM, Guest Karen said:

Specifically, does the assembly discuss the main motion to adopt the newly proposed bylaws PRIOR to making the amendments to the proposed bylaws?

No. 

On 2/10/2023 at 1:05 PM, Guest Karen said:

Seems more logical to discuss the finished product after all the amendments have been made than to discuss the proposal which could be changed substantially by amendments.  Again, if this is detailed in RONR, please provide specifics.

For a complete revision, the recommended procedure is seriatim consideration, which works as follows:

• The chair starts with the first article or section and asks if there is any debate or amendment to that article or section.
• After any debate and amendments for that article or section are handled, the chair moves on to the next article or section.
• This process is repeated until all articles or sections have been considered in this manner, at which point the entire document is open to debate or amendment.
• Finally, when all debate and amendment is completed, a vote is taken on the revision as a whole, as amended.

[Guest Karen]

On 2/10/2023 at 12:28 PM, Josh Martin said:

A revision is a form of amendment.

See RONR (12th ed.) 57:5, and see also Section 28.

No. 

For a complete revision, the recommended procedure is seriatim consideration, which works as follows:

• The chair starts with the first article or section and asks if there is any debate or amendment to that article or section.
• After any debate and amendments for that article or section are handled, the chair moves on to the next article or section.
• This process is repeated until all articles or sections have been considered in this manner, at which point the entire document is open to debate or amendment.
• Finally, when all debate and amendment is completed, a vote is taken on the revision as a whole, as amended.

Thank you for your answer and clear instruction.  It is in accord with how I read it.  However, the individual presenting the bylaws on behalf of the committee and who professes to know Parliamentary procedure has stated that we don't need to do it seriatim unless someone makes a motion to proceed that way.  States that is a rule in RRNR.  Can't find that anywhere.  Anyone know where that might be found?

This is how she plans to conduct the meeting: the main motion to accept the revised bylaws will be made and seconded, a discussion of the proposed bylaws next, followed by amendments to the bylaws, if any, then followed by a vote on the amended (if amended) bylaws.  No discussion after the amendments are made.  Seems to be missing a few steps.

Again, thank you for your help.

 

[Richard Brown]

On 2/10/2023 at 1:05 PM, Guest Karen said:

I have a question about proper procedure for revising - not amending - bylaws.

 

On 2/10/2023 at 1:28 PM, Josh Martin said:

A revision is a form of amendment.

That is true, but a revision is subject to special rules and procedures. 

[George Mervosh]

On 2/10/2023 at 2:05 PM, Guest Karen said:

I have a question about proper procedure for revising - not amending - bylaws.  And if you can provide where in RRNR 12th edition to find the procedure, that would be helpful.  A committee has proposed a completely new set of bylaws for our church and are getting ready to present them to the membership.

Can we just follow up on this for a minute?  Did the membership order the committee to prepare a proposed revision?

"Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee."  RONR (12th ed.), 57:5 and also see 57:5 n2.

 

Edited February 10, 2023 at 07:53 PM by George Mervosh

[Josh Martin]

On 2/10/2023 at 1:46 PM, Guest Karen said:

Thank you for your answer and clear instruction.  It is in accord with how I read it.  However, the individual presenting the bylaws on behalf of the committee and who professes to know Parliamentary procedure has stated that we don't need to do it seriatim unless someone makes a motion to proceed that way.  States that is a rule in RRNR.  Can't find that anywhere.  Anyone know where that might be found?

The member is correct, strictly speaking, that this does not need to be considered seriatim, but this is generally advisable, since it permits handling the debate and amendments in a logical order rather than jumping all over the place.

"A revision of bylaws or a lengthy amendment involving more than one section should be considered seriatim as described in 28." RONR (12th ed.) 57:6, emphasis added

But whatever, just have someone make a motion for seriatim consideration if they're going to be difficult about it. Majority rules.

In the event that the assembly decides against seriatim consideration, then the procedure will work like this:

• The entire document is open to debate or amendment.
• Finally, when all debate and amendment is completed, a vote is taken on the revision as a whole, as amended.

You still wouldn't discuss the revision first and then discuss amendments. That doesn't make any sense.

On 2/10/2023 at 1:46 PM, Guest Karen said:

This is how she plans to conduct the meeting: the main motion to accept the revised bylaws will be made and seconded, a discussion of the proposed bylaws next, followed by amendments to the bylaws, if any, then followed by a vote on the amended (if amended) bylaws.  No discussion after the amendments are made.  Seems to be missing a few steps.

What do you mean this is how she intends to conduct the meeting? Is the chair of the bylaws committee also the chair of the assembly?

In any event, this is not the correct procedure, whether or not seriatim consideration is used.

On 2/10/2023 at 1:53 PM, George Mervosh said:

Can we just follow up on this for a minute?  Did the membership order the committee to prepare a proposed revision?

"Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee."  RONR (12th ed.), 57:5 and also see 57:5 n2.

The importance of this factor is that if this is, strictly speaking, not a "revision," then it will limit the types of amendments that are in order.

"A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4)." RONR (12th ed.) 57:5n2

Edited February 10, 2023 at 08:01 PM by Josh Martin

[Guest Karen]

On 2/10/2023 at 1:00 PM, Josh Martin said:

What do you mean this is how she intends to conduct the meeting? Is the chair of the bylaws committee also the chair of the assembly?

We have a President who will open the meeting and then plans to turn it over to the ad hoc committee chair to present their revision.

In any event, this is not the correct procedure, whether or not seriatim consideration is used.

The importance of this factor is that if this is, strictly speaking, not a "revision," then it will limit the types of amendments that are in order.

"A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4)." RONR (12th ed.) 57:5n2

 

[Guest Karen]

Sorry I'm still trying to get the hang of how to write a response.

 

We have a President who will open the meeting and then plans to turn it over to the ad hoc committee chair to present their revision.

[Josh Martin]

On 2/10/2023 at 2:56 PM, Guest Karen said:

We have a President who will open the meeting and then plans to turn it over to the ad hoc committee chair to present their revision.

Okay, but the ad hoc committee chair's only role in this matter is to present the revision, move the adoption of the revision on behalf of the committee, and to speak in debate. It's not up to the committee chair to determine the procedure for consideration of the revision. The President is still the one conducting the meeting. (And it is ultimately the assembly itself that will determine the procedure.)

If what you're suggesting is that the plan is for the committee chair to preside over the meeting during consideration of the revision, that is a terrible idea.

"The practice in some organizations of permitting the chairman of a committee to preside over the assembly or put questions to vote during the presentation and consideration of the committee's report violates numerous principles of parliamentary law relating to the chair's appearance of impartiality and the inappropriateness of his entering into debate, not to speak of the regular presiding officer's duty to preside (see 47:5–7)." RONR (12th ed.) 47:12

Edited February 10, 2023 at 09:56 PM by Josh Martin

[Guest Karen]

Thanks for staying with me here.  I'm just trying to do it according to our Bylaws which require us to use RROR, latest edition.  It's difficult when I'm trying to learn on the fly.  And running out of time.

You're singing to the choir on "that is a terrible idea".  Working on getting that overturned.

So back to your original run-down of how things should be done, I assume that the main motion must be presented first, be seconded, and then the President calls for amendments to the bylaw document.  Correct?  Their motion is poorly written so I'll need to amend it also.  Is that done when the motion is made or after the amendments are made during the final amendments/debate before the final vote?

The question about whether the "committee" is authorized is sketchy.  The motion that brought them into existence wasn't followed - it required them to bring back ideas for updating our bylaws within 6 months and it's been 1-1/2 years.  And our bylaws don't say that the EB can appoint but they do say that a petition signed by 10 members laying out the bylaw amendments will be acted upon.  Technically, IMHO, they didn't follow the bylaws either.

I so appreciate you taking your time to answer my many questions.  God bless you.

[Josh Martin]

On 2/10/2023 at 5:48 PM, Guest Karen said:

So back to your original run-down of how things should be done, I assume that the main motion must be presented first, be seconded, and then the President calls for amendments to the bylaw document.  Correct?

Because it's the recommendation of a committee, it doesn't need to be seconded. But this is otherwise correct. I would note again that seriatim consideration is advisable.

On 2/10/2023 at 5:48 PM, Guest Karen said:

Their motion is poorly written so I'll need to amend it also.  Is that done when the motion is made or after the amendments are made during the final amendments/debate before the final vote?

I'm not sure I'm quite following. Are you saying that the enacting resolution, separate and apart from the bylaw amendments themselves, requires amendment? Why? Is there a proviso or something?

In any event, in the case of seriatim consideration, such amendments would be brought forth at the end, when the entire document is open to amendment.

On 2/10/2023 at 5:48 PM, Guest Karen said:

The question about whether the "committee" is authorized is sketchy.  The motion that brought them into existence wasn't followed - it required them to bring back ideas for updating our bylaws within 6 months and it's been 1-1/2 years.  And our bylaws don't say that the EB can appoint but they do say that a petition signed by 10 members laying out the bylaw amendments will be acted upon.  Technically, IMHO, they didn't follow the bylaws either.

Well, I think we opened more of a can of worms than we bargained for. Let's start with the reason for Mr. Mervosh's question and then get to these issues.

Mr. Mervosh's question was not about whether the committee was authorized in a general sense, but specifically whether the committee was authorized to present a revision. A revision is a complete replacement of the organization's bylaws. The rules for handling a revision are that when a revision is pending, any amendments to the proposed revision are in order. Because of these features, proposing a revision is a power which is not granted lightly.

"Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee." RONR (12th ed.) 57:5

We are told that the committee was instructed "to bring back ideas for updating our bylaws." This is rather vague, and I have not seen the text of the motion in question, so I think it is uncertain whether this constitutes authorization for the committee to propose a complete revision. Supposing for the sake of argument that it constitutes such authorization, then as noted above, any amendments to the proposed revision are in order.

In the event that the committee is not authorized to propose a revision, then the situation is more complicated.

"A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4)." RONR (12th ed.) 57:5n2

In these circumstances, the types of amendments which are in order are more limited. Such changes must then be within the "scope of notice." That is, changes cannot be proposed to portions of the bylaws which are unchanged in the amendment. And even for proposed changes, the scope of the change cannot be increased.

"If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6)). This restriction prevents members from proposing a slight change and then taking advantage of absent members by moving a greater one as an amendment to the amendment. Thus, if the bylaws place the annual dues of members at $10 and an amendment is pending to strike out 10 and insert 25, an amendment to change the 25 to any number between 10 and 25 would be in order, but an amendment to change the number to less than 10 or greater than 25 would not be in order, even with unanimous consent. Had notice been given that it was proposed to increase the dues to more than $25 or to reduce them below $10, members who opposed such a change might have attended the meeting to vote against the amendment.

The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes. Thus, if an amendment is pending to substitute a new rule for one that prescribes the initiation fee and the annual dues, and the substitute proposes to alter the initiation fee but does not propose any change in the annual dues, then an amendment which recommends changing the annual dues would not be in order." RONR (12th ed.) 57:11-12

From the facts presented, I am inclined to think that even if the committee was at one time authorized to propose a complete revision to the bylaws (which is unclear), it certainly does not seem authorized to do so now, since we are told that the motion "required them to bring back ideas for updating our bylaws within 6 months and it's been 1-1/2 years." (Not to mentions that there appear to be questions concerning whether the committee's membership was properly appointed.) So I am inclined to think that this is, strictly speaking, not a revision. To be clear, this only changes the rules concerning what amendments are in order - the process is still the same.

There is the further complication that "And our bylaws don't say that the EB can appoint but they do say that a petition signed by 10 members laying out the bylaw amendments will be acted upon.  Technically, IMHO, they didn't follow the bylaws either."

What specifically do the bylaws say regarding their amendment? These additional facts seem to raise questions about whether these amendments have been properly submitted at all.

Edited February 11, 2023 at 01:28 PM by Josh Martin

[Guest Karen]

The motion read:  The Executive Board is to appoint an ad-hoc committee to review current bylaws and present ideas for updating, revising and correcting them, if necessary, no later than the October 2021 Quarterly Business Meeting.

I made the motion and my intent was for the committee to bring back no more than a handful of amendments that I saw as necessary.  That's what I presented in the debate portion of the motion presentation. The revision is a revision.  The words are changed, the intent of individual sections have been changed, they are so poorly written that they are going to be subject to individual interpretation.

Our bylaws state: These Bylaws may be amended or repealed or new bylaws adopted by a two-thirds vote of the members present and voting at any regular business meeting, or at a special meeting called for that purpose; PROVIDED that a petition setting forth the proposed change signed by at least ten members in good standing be filed with the Secretary at least four weeks before such regular or special meeting and that written notice, containing the full text of the proposed change, be made available to the members by the Secretary via electronic transmission, by postal service, or delivered by hand at least seven days before such regular or special meeting.

Here's the motion they are bringing forward:  We, the Ad Hoc Bylaws Committee, move that the members accept this new set of bylaws dated December 2022 with the understanding that these bylaws need to be reviewed and potentially amended to meet legal requirements for the state of XXXXXXXX, by an XXXXXXXX non-profit attorney, at a cost of no more than $XXXXXXX to the church; and that a final vote of the membership will be taken after the attorney's review and recommendations have been taken into account.

I really appreciate you taking the time to answer my questions.  But I feel like I'm wasting your time.  Our Board doesn't seem to care what our bylaws say and yet here we are trying to revise them.

[Josh Martin]

On 2/11/2023 at 4:35 PM, Guest Karen said:

The motion read:  The Executive Board is to appoint an ad-hoc committee to review current bylaws and present ideas for updating, revising and correcting them, if necessary, no later than the October 2021 Quarterly Business Meeting.

I made the motion and my intent was for the committee to bring back no more than a handful of amendments that I saw as necessary.  That's what I presented in the debate portion of the motion presentation. The revision is a revision.  The words are changed, the intent of individual sections have been changed, they are so poorly written that they are going to be subject to individual interpretation.

Based on these additional facts, I am inclined to interpret the motion as authorizing the committee to submit a complete revision, however, the motion specified that this must be done "no later than the October 2021 Quarterly Business Meeting", which was over a year ago. So it would seem to me the committee no longer has authorization to submit a revision. The committee may nonetheless submit a complete substitute for the existing bylaws, and this should be handled by seriatim consideration in a manner similar to a revision. The difference, as noted previously, relates to what amendments from the floor are in order.

On 2/11/2023 at 4:35 PM, Guest Karen said:

Our bylaws state: These Bylaws may be amended or repealed or new bylaws adopted by a two-thirds vote of the members present and voting at any regular business meeting, or at a special meeting called for that purpose; PROVIDED that a petition setting forth the proposed change signed by at least ten members in good standing be filed with the Secretary at least four weeks before such regular or special meeting and that written notice, containing the full text of the proposed change, be made available to the members by the Secretary via electronic transmission, by postal service, or delivered by hand at least seven days before such regular or special meeting.

It would seem that the only method your bylaws provide for their amendment is "that a petition setting forth the proposed change signed by at least ten members in good standing be filed with the Secretary at least four weeks before such regular or special meeting and that written notice, containing the full text of the proposed change, be made available to the members by the Secretary via electronic transmission, by postal service, or delivered by hand at least seven days before such regular or special meeting." So if these requirements were not complied with, then the amendments proposed by the committee may not be considered.

On 2/11/2023 at 4:35 PM, Guest Karen said:

Here's the motion they are bringing forward:  We, the Ad Hoc Bylaws Committee, move that the members accept this new set of bylaws dated December 2022 with the understanding that these bylaws need to be reviewed and potentially amended to meet legal requirements for the state of XXXXXXXX, by an XXXXXXXX non-profit attorney, at a cost of no more than $XXXXXXX to the church; and that a final vote of the membership will be taken after the attorney's review and recommendations have been taken into account.

Thank you for this clarification. Yes, I believe amendments relating to the enacting resolution should wait until the point at which the entire document is subject to debate and amendment.

It would actually be preferable if these matters were handled as a separate motion.

[Gary Novosielski]

On 2/10/2023 at 2:46 PM, Guest Karen said:

However, the individual presenting the bylaws on behalf of the committee and who professes to know Parliamentary procedure has stated that we don't need to do it seriatim unless someone makes a motion to proceed that way.  States that is a rule in [RONR].  Can't find that anywhere.  Anyone know where that might be found?

Well if the "individual" mentioned above, who says that is a rule in RONR, does not know where in RONR that might be found, I would certainly not spend my time looking for that particular wild goose.  When someone claims something is in RONR, hand them the book and say "show me."

In fact, there is no rule that it must be considered seriatim, it's just that it happens to be the best way, and RONR strongly recommends it.  @Josh Martinhas told you where that can be found.  What possible reason could there be to prefer to use a chaotic method of considering amendments?

Also I think it's worth noting that the votes on any changes prior to final adoption can be accomplished by majority votes.  When all the language has been agreed upon, the final adoption probably requires a two-thirds vote, if your bylaws are typical.

 

 

[Guest Karen]

Thank you all for your comments. They are most helpful.

Wild goose - tried that once and she said I needed to do my own research.

And thanks for the reminder that the amendments need only majority but the vote on adopting the revision needs 2/3.

[Atul Kapur]

On 2/12/2023 at 4:58 PM, Guest Karen said:

Wild goose - tried that once and she said I needed to do my own research.

A common response when misinformation is questioned. Certainty is often substituted for correctness.

Time to be a little less polite. Tell her that you did do your research and it's not there. Give her an opportunity to prove you wrong by finding it.

[Gary Novosielski]

On 2/12/2023 at 4:58 PM, Guest Karen said:

Wild goose - tried that once and she said I needed to do my own research.

Wow, that's some chutzpah.  Remind her that the burden of proof is on the one making the assertion, and that while you have no problem with doing your own research, you will do her research for her when pigs fly. 

Or something.

[Guest Karen]

Also I think it's worth noting that the votes on any changes prior to final adoption can be accomplished by majority votes.  When all the language has been agreed upon, the final adoption probably requires a two-thirds vote, if your bylaws are typical.

Can someone please provide the exact place in RROO where the votes on changes prior to the final adoption would only require a majority rather than 2/3?

[Atul Kapur]

One reference is 12:7(7) which tells you that the motion to Amend "Requires a majority vote, regardless of the vote required to adopt the question to be amended."

Edited February 15, 2023 at 06:06 PM by Atul Kapur

[George Mervosh]

And in 57:10

[Guest Karen]

Specific location in RROO that states a simple majority for:

1) passing an amendment to each Article or Section IN A REVISION? (revision to replace current bylaws)

[Atul Kapur]

You have previously been directed to 57:5, §28, and 57:10.  I will also suggest 57:6, particularly the first sentence.

You will need to put these parts together. RONR may not state specifically that an amendment requires a majority vote when considering a revision of bylaws by section (or seriatim) because it already tells you that an amendment always requires a majority vote and "always" includes your specific situation.