Can a standing bylaws and rules committee propose a revision (and followup about member submission of one)?

[Caryn Ann Harlos]

This has come up in a Bylaws and Rules Committee I am chairing.  The Bylaws authorize this Committee as follows:

ARTICLE 11: OTHER COMMITTEES

2. The Bylaws and Rules Committee shall consist of 10 Party members appointed by the National Committee no later than twelve months before a regular convention. No more than five of these members shall be members of the current National Committee.

There are no defined duties of this committee except what is implied by its name and standing rules that talk about how there is a report and how each proposal is voted on.  There are no notice requirements and no prohibitions of members submitting proposals from the floor and they often are via a suspension of the rules. 

An argument has been made by the fact that our bylaws do not assign any functions to this committee beyond its name that it does not require expression provision to do a revision, that in short, the authority to do a revision is baked into the fact of its existence.

 

A related followup - since there are no notice provisions and members are permitted to make amendments from the floor, can a member propose a revision from the floor (however unwise that might be for other reasons).

All of this happens in a multi-day convention.

 

Edited May 3, 2023 at 01:46 PM by Caryn Ann Harlos

[George Mervosh]

The last sentence in 57:5 and n2 may be of help in answering your question.

[Caryn Ann Harlos]

Okay, this is a separate but related topic to the other question I posted on authorizing a revision.

There is a proposal that has very extensive changes that impact about 75% (guesstimate) of the Bylaws articles.  It seems everyone agrees the changes are extensive.  But the RONR provision on revisions give two prongs.  Extensive AND general.  These changes fundamentally scrap the entire governance structure of the society and start a anew.  The maker argues that this is not a general change.

This whole thing is coming up because there is a pending point of order that this is a revision that has not been authorized to be prepared.  My other thread dealt with "is this committee authorized to do a revision" and this thread deals with "is such a change even a revision to begin with"

[Caryn Ann Harlos]

That is exactly what we are arguing about.  My position has been that it has to be specifically authorized not generally inferred.  And that yes a member can propose one from the floor.

I am being challenged.  

[Shmuel Gerber]

Why does it matter whether this is a revision or not? 

[Caryn Ann Harlos]

I thought I responded to that question.. I think it got lost in the thread merge.

 

It matters as a committee member made a proposal.  Another member raised a point of order that it was a revision and the committee was not authorized to do a revision.  The original member clapped back that:

1.  It was not a revision

2.  Even if it is a revision, the committee is inferred to have that authority, no specific authorization is needed for reasons I laid out above

 

Does that help?

[Shmuel Gerber]

On 5/3/2023 at 10:32 AM, Caryn Ann Harlos said:

I thought I responded to that question.. I think it got lost in the thread merge.

 

It matters as a committee member made a proposal.  Another member raised a point of order that it was a revision and the committee was not authorized to do a revision.  The original member clapped back that:

1.  It was not a revision

2.  Even if it is a revision, the committee is inferred to have that authority, no specific authorization is needed for reasons I laid out above

 

Does that help?

I think the text cited by Mr. Mervosh answers your question:

On 5/3/2023 at 9:47 AM, George Mervosh said:

The last sentence in 57:5 and n2 may be of help in answering your question.

"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."

"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)."

So, assuming the committee is not authorized to propose a revision, it can still propose a substitute for the existing bylaws.

Normally the rule would then be that "Portions of the substitute which remain as in the existing version cannot be amended, since they involve areas for which no notice of proposed change was given." (57:4)

However, you say that no notice of bylaw amendments is required. It seems to me that in such a case, it would be possible to offer primary and secondary amendments to the proposed substitute bylaws (or, more precisely, to the main motion to adopt the substitute in lieu of the current bylaws), assuming such amendments are germane under the rules given in paragraphs 12:16ff.

[Caryn Ann Harlos]

I think I am failing to communicate.... I understand that the pertinent text is 57:5 and n2.

But what about the assertion this bylaw:

ARTICLE 11: OTHER COMMITTEES

2. The Bylaws and Rules Committee shall consist of 10 Party members appointed by the National Committee no later than twelve months before a regular convention. No more than five of these members shall be members of the current National Committee.

Being the sole descriptor of any duties - i.e. there is no description only what can be inferred from the name that it is to propose changes to the Bylaws and Rules that it is implicitly authorized to propose ANY kind of changes, includes a revision.

 

[Dan Honemann]

On 5/3/2023 at 12:29 PM, Caryn Ann Harlos said:

I think I am failing to communicate.... I understand that the pertinent text is 57:5 and n2.

But what about the assertion this bylaw:

ARTICLE 11: OTHER COMMITTEES

2. The Bylaws and Rules Committee shall consist of 10 Party members appointed by the National Committee no later than twelve months before a regular convention. No more than five of these members shall be members of the current National Committee.

Being the sole descriptor of any duties - i.e. there is no description only what can be inferred from the name that it is to propose changes to the Bylaws and Rules that it is implicitly authorized to propose ANY kind of changes, includes a revision.

 

Do your bylaws require previous notice of bylaw amendments?

[Caryn Ann Harlos]

On 5/3/2023 at 11:45 AM, Dan Honemann said:

Do your bylaws require previous notice of bylaw amendments?

No they do not.  Yes that's a huge flaw we hope to fix, but that is the reality right now.

[Dan Honemann]

On 5/3/2023 at 1:46 PM, Caryn Ann Harlos said:

No they do not.  Yes that's a huge flaw we hope to fix, but that is the reality right now.

I think this is why my colleague was saying that it makes no difference whether your committee is or is not authorized to propose a revision. 

[Caryn Ann Harlos]

I guess I don't understand why it makes a difference.  But is it authorized?  Just like philosophically with the argument presented?

[Dan Honemann]

On 5/3/2023 at 2:04 PM, Caryn Ann Harlos said:

I guess I don't understand why it makes a difference.  But is it authorized?  Just like philosophically with the argument presented?

It appears that your committee is not authorized to propose a revision, but it is authorized to propose a complete substitute for your existing bylaws. If it does so, subsidiary motions to amend the committee's proposed substitute would ordinarily  be subject to the rules requiring that they be within the scope of notice given were it not for the fact that you say that no notice is required. Since no notice is required, the committee's proposed substitute will be fully open to amendment just the same as if it were an authorized revision.

[Caryn Ann Harlos]

Thank you.  So it is a distinction almost without a difference.  That helps a lot.

 

The second part of the question is then moot for my present real life situation but I am interesting in theory, if there was notice required and all that, and a member proposed a change that impacted 75% of the articles, but it was a single subject matter change (but a complete restructuring of the entire governance) would that be a revision?  It certainly is extensive changes, but it is limited to one subject matter.

[Dan Honemann]

On 5/3/2023 at 2:32 PM, Caryn Ann Harlos said:

Thank you.  So it is a distinction almost without a difference.  That helps a lot.

 

The second part of the question is then moot for my present real life situation but I am interesting in theory, if there was notice required and all that, and a member proposed a change that impacted 75% of the articles, but it was a single subject matter change (but a complete restructuring of the entire governance) would that be a revision?  It certainly is extensive changes, but it is limited to one subject matter.

As the footnote on page 562 indicates, any member can submit a motion to amend the bylaws by substituting for them a completely new set of bylaws, but this will not constitute a revision as defined in 57:5 and the "scope of notice" rules will be fully applicable.

I don't know if this answers your question or not.

[Caryn Ann Harlos]

On 5/3/2023 at 12:47 PM, Dan Honemann said:

As the footnote on page 562 indicates, any member can submit a motion to amend the bylaws by substituting for them a completely new set of bylaws, but this will not constitute a revision as defined in 57:5 and the "scope of notice" rules will be fully applicable.

I don't know if this answers your question or not.

No but the fault is mine.  Here is the hypothetical.

Notice is required.  Members are not permitted to submit proposals, all must come through committee.  Committee is not authorized to submit a revision.  A member proposes a change that impacted 75% of the articles, but it was a single subject matter change (but a complete restructuring of the entire governance) would that be a revision?  It certainly is extensive changes, but it is limited to one subject matter.  Would that be a prohibited (due to being unauthorized) revision? or potentially?

[Dan Honemann]

On 5/3/2023 at 2:49 PM, Caryn Ann Harlos said:

No but the fault is mine.  Here is the hypothetical.

Notice is required.  Members are not permitted to submit proposals, all must come through committee.  Committee is not authorized to submit a revision.  A member proposes a change that impacted 75% of the articles, but it was a single subject matter change (but a complete restructuring of the entire governance) would that be a revision?  It certainly is extensive changes, but it is limited to one subject matter.  Would that be a prohibited (due to being unauthorized) revision? or potentially?

I'm not sure exactly what sort of proposed amendment you are describing, but this doesn't matter.  What you are describing would not be a revision as defined in 57:5 no matter what it proposes.  But such a proposed amendment is not prohibited by any rule in RONR.  It's just not a revision.

[Caryn Ann Harlos]

Thank you, that is very helpful.

[Dan Honemann]

On 5/3/2023 at 2:59 PM, Caryn Ann Harlos said:

Thank you, that is very helpful.

I assumed it was not necessary for me to add that the required notice would, of course, have to be given, but I'm doing so now in an excess of caution. 

[Caryn Ann Harlos]

Yes of course, thank you.