Scope of notice for amending revised bylaws when advance notice is required for amendments

[Guest Brad Johnson]

 Hello - I'm trying to clarify the proper approach to deliberating on a committee-provided bylaws revision given our organization's language on bylaw amendments.

Quote

“As noted in Standard Descriptive Characteristic 6 above, when previous notice is a requirement for the adoption of a motion to Rescind or Amend Something Previously Adopted, no subsidiary motion to Amend is in order that proposes a change greater than that for which notice was given. This is always the case, for example, when the bylaws of an organization require previous notice for their amendment, which they should do (56:50–53). It will also be the case, as a practical matter, whenever a majority of the entire membership is not in attendance at the time the vote is taken on a motion to rescind or amend a provision of the constitution or bylaws, or a special rule of order. In either of the situations described above, no subsidiary motion to Amend is in order that proposes a change going beyond the scope of the notice which was given, for the reason that adoption of such a motion will destroy the effect of the notice, and the motion is thus tantamount to a motion to Postpone Indefinitely.“ RONR (12th ed.) 35:4

Does this limitation on subsidiary motions apply in the case of a bylaws revision? E.g. does it supersede the advice below?
 

Quote

“A revision to bylaws is an extensive rewrite that often makes fundamental changes in the structure of the organization. By considering a revision of your bylaws, you're proposing to substitute a new set of bylaws for the existing ones. Therefore, the rules regarding scope of notice that limit primary and secondary amendments don't apply. Your group is free to amend anything in the proposed revision before it's adopted, as if the bylaws were being considered and adopted for the first time.”

Our organization has clear scope of notice requirements (2 weeks, all members) and will consider a committee-drafted bylaws revision at the annual meeting, which requires a quorum of 1/10th of all members. I'm trying to understand what subsidiary amendments (if any) will be in scope, assuming that a quorum but not a majority of (and certainly not all) members is in attendance. 

The revision is written such that it could be divided into a few large pieces, but most of the changes are comprehensive and interlinked. 

• Existing bylaws
• Proposed revision

Essentially, does a proposed bylaws revision open the bylaws up to any subsidiary amendment at the meeting ("amend anything in the proposed revision before it's adopted"), only lesser subsidiary amendments, or no amendment ("no subsidiary motion to Amend is in order")? 

I'm operating under the presumption that what would be in order when the revision is pending are:

• motion to table/postpone
• subsidiary amendments to change not greater
• consideration by paragraph (seriatim), subsidiary amendments to change not greater 
• consideration in parts, subsidiary amendments to change not greater

with what would constitute a change not greater being a decision of the chair, which is open to appeal (majority vote). If the chair does not allow an appeal, a motion to suspend the rules and elect a president pro tem by 2/3 vote would be in order.

I see that ROR recommends consideration by paragraph. 

Again, my primary question is, when dealing with a bylaws revision, what is the reasonable (and proper) interpretation of what changes at the meeting to the revision are in order? Is it any change, or only changes that would not be greater than the revision?

Practical consideration: There are likely to be about 200-300 members at the meeting.

[Dan Honemann]

Have you looked at 57:5 in the12th ed. of RONR?

[puzzling]

As I understand it during a revision everything can be changed in the suggested new bylaws (even complete new sections can be added.)

 

[Gary Novosielski]

On 5/26/2023 at 12:53 PM, Guest Brad Johnson said:

 Hello - I'm trying to clarify the proper approach to deliberating on a committee-provided bylaws revision given our organization's language on bylaw amendments.

Does this limitation on subsidiary motions apply in the case of a bylaws revision? E.g. does it supersede the advice below?
 

Our organization has clear scope of notice requirements (2 weeks, all members) and will consider a committee-drafted bylaws revision at the annual meeting, which requires a quorum of 1/10th of all members. I'm trying to understand what subsidiary amendments (if any) will be in scope, assuming that a quorum but not a majority of (and certainly not all) members is in attendance. 

The revision is written such that it could be divided into a few large pieces, but most of the changes are comprehensive and interlinked. 

• Existing bylaws
• Proposed revision

Essentially, does a proposed bylaws revision open the bylaws up to any subsidiary amendment at the meeting ("amend anything in the proposed revision before it's adopted"), only lesser subsidiary amendments, or no amendment ("no subsidiary motion to Amend is in order")? 

I'm operating under the presumption that what would be in order when the revision is pending are:

• motion to table/postpone
• subsidiary amendments to change not greater
• consideration by paragraph (seriatim), subsidiary amendments to change not greater 
• consideration in parts, subsidiary amendments to change not greater

with what would constitute a change not greater being a decision of the chair, which is open to appeal (majority vote). If the chair does not allow an appeal, a motion to suspend the rules and elect a president pro tem by 2/3 vote would be in order.

I see that ROR recommends consideration by paragraph. 

Again, my primary question is, when dealing with a bylaws revision, what is the reasonable (and proper) interpretation of what changes at the meeting to the revision are in order? Is it any change, or only changes that would not be greater than the revision?

Practical consideration: There are likely to be about 200-300 members at the meeting.

I think you're confusing a notice requirement with a scope of notice requirement.  Your bylaws requirement for previous notice is a notice requirement.  You must announce the intent to consider amending the bylaws.   But if notice of the changes is made a sufficient number of days in advance, that requirement is met.

If that amendment is in the nature of a (wholesale) Revision, the scope of the change is unlimited, since the entire bylaws is being replaced completely (though some articles may be the same).  So if the notice stated that a revision was to be offered, there can be no violation of an unlimited scope.  Any and all amendments to any part of the bylaws would be in order, at least as far as scope is concerned.  

So it matters what the notice said.

[Guest Brad Johnson]

On 5/26/2023 at 1:23 PM, Dan Honemann said:

Have you looked at 57:5 in the12th ed. of RONR?

I don't have a 12th edition - can you share relevant interpretation / guidance?

[Dan Honemann]

On 5/26/2023 at 5:25 PM, Guest Brad Johnson said:

I don't have a 12th edition - can you share relevant interpretation / guidance?

What edition do you have? You previously posted a quote from the 12th.

[Guest Brad Johnson]

On 5/26/2023 at 3:13 PM, Gary Novosielski said:

Any and all amendments to any part of the bylaws would be in order, at least as far as scope is concerned.

Thank you for that reply.

The specific language of our bylaws:
"These Bylaws may be amended at any Annual or Special Meeting of the Church by a two-thirds vote, provided that any amendment proposed has been either approved by the Board or sponsored by at least twenty members and that a copy thereof has been sent by either first-class mail or electronic communication to each member at least two weeks in advance of the meeting."

A wholesale revision amendment has been approved by the board and sent to each member two weeks in advance.

Given that the pending motion will be a revision, under ROR any subsidiary amendment of any scope will be in order? 

Naively, it seems that there should be some constraints on what subsidiary amendments can be offered, particularly if there is a quorum but not a majority of members at the meeting. But it sounds like you're saying my interpretation is wrong, that 2/3 of the members in attendance could vote to change the organization's bylaws well beyond any reasonable interpretation of the scope of the revision.

[Guest Brad Johnson]

On 5/26/2023 at 5:32 PM, Dan Honemann said:

What edition do you have?

ROR 4th revised

[Dan Honemann]

"57:5    General Revisions. Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. 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." 

Get yourself a copy of the 12th edition. The one you are looking at is over 100 years old.

[Gary Novosielski]

On 5/26/2023 at 5:35 PM, Guest Brad Johnson said:

Thank you for that reply.

The specific language of our bylaws:
"These Bylaws may be amended at any Annual or Special Meeting of the Church by a two-thirds vote, provided that any amendment proposed has been either approved by the Board or sponsored by at least twenty members and that a copy thereof has been sent by either first-class mail or electronic communication to each member at least two weeks in advance of the meeting."

A wholesale revision amendment has been approved by the board and sent to each member two weeks in advance.

Given that the pending motion will be a revision, under ROR any subsidiary amendment of any scope will be in order? 

Naively, it seems that there should be some constraints on what subsidiary amendments can be offered, particularly if there is a quorum but not a majority of members at the meeting. But it sounds like you're saying my interpretation is wrong, that 2/3 of the members in attendance could vote to change the organization's bylaws well beyond any reasonable interpretation of the scope of the revision.

Yes, as I said earlier, if you gave notice of a revision, all amendments would be in order.  There are no constraints, as long as a quorum is present.  That's why previous notice is required.  People who do not attend are assumed to be okay with whatever is decided.  The scope of the revision is, by definition, total, so there is no limiting scope.

Here is what 57:5 says:

57:5 General Revisions.
Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. 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.

 

[Guest Brad Johnson]

On 5/26/2023 at 5:52 PM, Dan Honemann said:

Get yourself a copy of the 12th edition. The one you are looking at is over 100 years old.

Thank you! One of the changes in the revised bylaws is to change to the Democratic Rules of Order so it looks like I might have to buy both (or oppose that change).

 

[Gary Novosielski]

Oh, brother.  That sounds like a disaster.

 

[Guest Brad Johnson]

On 5/26/2023 at 6:19 PM, Gary Novosielski said:

People who do not attend are assumed to be okay with whatever is decided

Thank you so much for your detailed explanation. I'm going to open a different thread because I'm realizing I have a distinct question now.

[Josh Martin]

On 5/26/2023 at 11:53 AM, Guest Brad Johnson said:

Our organization has clear scope of notice requirements (2 weeks, all members) and will consider a committee-drafted bylaws revision at the annual meeting, which requires a quorum of 1/10th of all members. I'm trying to understand what subsidiary amendments (if any) will be in scope, assuming that a quorum but not a majority of (and certainly not all) members is in attendance...

Essentially, does a proposed bylaws revision open the bylaws up to any subsidiary amendment at the meeting ("amend anything in the proposed revision before it's adopted"), only lesser subsidiary amendments, or no amendment ("no subsidiary motion to Amend is in order")? 

When a complete revision is pending, assuming the revision has been prepared by a committee which has been authorized to prepare a revision, any amendments whatsoever are within the scope of notice. See RONR (12th ed.) 57:5.

If the amendments were not prepared by a committee which has been authorized to prepare a revision, the ordinary rules pertaining to scope of notice are applicable. See RONR (12th ed.) 57:10-13.

On 5/26/2023 at 11:53 AM, Guest Brad Johnson said:

I'm operating under the presumption that what would be in order when the revision is pending are:

• motion to table/postpone
• subsidiary amendments to change not greater
• consideration by paragraph (seriatim), subsidiary amendments to change not greater 
• consideration in parts, subsidiary amendments to change not greater

I would be careful about lumping "table" and "postpone" together. See FAQ #12.

As to the subsidiary amendments, see above.