Jay M Posted June 6, 2023 at 05:37 PM Report Share Posted June 6, 2023 at 05:37 PM Hello, In our not for profit organization we have several committees and they are all structured in our bylaws. Apart form those standard committees the board some times appoint ad hoc committees. Recently some of the trustees presented a report to convert ad hoc committees into permanent committees . Report was approved. There is no specific terminology stating to amend the bylaws in the motion approved the above stated report . My question is whether the approval of the report alone will be the approval to amend the existing bylaws or do we need to use the word "amend the bylaws " in the motion. Thanks in advance Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 6, 2023 at 06:17 PM Report Share Posted June 6, 2023 at 06:17 PM On 6/6/2023 at 12:37 PM, Jay M said: In our not for profit organization we have several committees and they are all structured in our bylaws. Apart form those standard committees the board some times appoint ad hoc committees. Recently some of the trustees presented a report to convert ad hoc committees into permanent committees . Report was approved. There is no specific terminology stating to amend the bylaws in the motion approved the above stated report . My question is whether the approval of the report alone will be the approval to amend the existing bylaws or do we need to use the word "amend the bylaws " in the motion. Thanks in advance In order to amend the bylaws, it will be necessary to actually make a motion to amend the bylaws. Further, it is not sufficient to merely tack on the words "amend the bylaws" to a vague proposal. Rather, the motion to amend the bylaws must include the specific manner in which the bylaws are to be amended, including any words to be added or removed. Further, this motion must follow the requirements in the bylaws for bylaw amendments. In addition, no motion should be made to approve the report. Motions are instead made to implement the recommendations contained within the report. In this case, that is a motion to amend the bylaws, as described above. Quote Link to comment Share on other sites More sharing options...
Jay M Posted June 6, 2023 at 06:47 PM Author Report Share Posted June 6, 2023 at 06:47 PM Thanks a lot Josh Marin. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 6, 2023 at 08:00 PM Report Share Posted June 6, 2023 at 08:00 PM On 6/6/2023 at 1:17 PM, Josh Martin said: n order to amend the bylaws, it will be necessary to actually make a motion to amend the bylaws. It sounds obvious, but I agree with what Mr. Martin is getting at. Since the committee does not seem to have specifically recommended amending the bylaws to establish additional standing committees (corresponding to the special committees in existence), a main motion to adopt the recommendation contained in the report would be an improper main motion on account that it conflicts with the bylaws. RONR (12th ed.) 10:26, item 1. I am relying on principle of interpretation 4, RONR (12th ed.) 56:68. Since there are already standing committees "structured" in the bylaws, the creation of additional standing committees by an "ordinary" main motion is thereby prohibited. Quote Link to comment Share on other sites More sharing options...
Jay M Posted June 6, 2023 at 08:31 PM Author Report Share Posted June 6, 2023 at 08:31 PM On 6/6/2023 at 3:00 PM, Rob Elsman said: It sounds obvious, but I agree with what Mr. Martin is getting at. Since the committee does not seem to have specifically recommended amending the bylaws to establish additional standing committees (corresponding to the special committees in existence), a main motion to adopt the recommendation contained in the report would be an improper main motion on account that it conflicts with the bylaws. RONR (12th ed.) 10:26, item 1. I am relying on principle of interpretation 4, RONR (12th ed.) 56:68. Since there are already standing committees "structured" in the bylaws, the creation of additional standing committees by an "ordinary" main motion is thereby prohibited. Thanks Rob Elsman for more details . Quote Link to comment Share on other sites More sharing options...
Jay M Posted June 15, 2023 at 05:26 PM Author Report Share Posted June 15, 2023 at 05:26 PM Sorry to ask again on the same subject is there such action called " Regularization of ad- hoc committees"? in Roberts rules or anywhere ? thanks Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 15, 2023 at 07:51 PM Report Share Posted June 15, 2023 at 07:51 PM On 6/15/2023 at 1:26 PM, Jay M said: Sorry to ask again on the same subject is there such action called " Regularization of ad- hoc committees"? in Roberts rules or anywhere ? thanks Nope. Is the intent to turn an ad-hoc (special) committee into a standing committee? If so, then we're back to amending the bylaws, to create a standing committee. There is no "workaround". Quote Link to comment Share on other sites More sharing options...
Jay M Posted June 15, 2023 at 08:16 PM Author Report Share Posted June 15, 2023 at 08:16 PM On 6/15/2023 at 2:51 PM, Gary Novosielski said: Nope. Is the intent to turn an ad-hoc (special) committee into a standing committee? If so, then we're back to amending the bylaws, to create a standing committee. There is no "workaround". Thanks Gary Quote Link to comment Share on other sites More sharing options...
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