Amendment to the Constitution and Bylaws

[Michael Fichter]

A completely new version of our church constitution and bylaws were proposed and read at the annual business meeting in January.  Per the current rules governing amendments to the constitution and bylaws, the actual vote on the new documents will occur at the next annual business meeting in January 2024.  However, upon review of the proposed new documents, the members have determined that they would like to make some changes (i.e., amend them) before they come up for vote in January. 

Is it permissible to call one (or more) special meetings to amend the proposed new documents before the vote in January?  (Our hope is to complete the process and put the new constitution and bylaws with amendments in effect in January 2024.)  

Thank you.

[Joshua Katz]

Adopting a completely new version is called a revision. When notice of a revision has been given, the revised document is open to any (germane) amendment when it is up for adoption. So this could be accomplished at the January 2024 meeting. As to whether a special meeting may be called, that will depend on your rules for calling special meetings.

[puzzling]

What do your bylaws contain about amending them (please quote exact text as in the bylaws)

 

[Guest Michael Fichter]

Exact text of bylaws pertaining to Amendments:

These By-laws can be changed or amended when motion to that effect has been made at a regular meeting of the Church.  The motion is debated and voted upon at the annual meeting of the Church.  Its adoption requires a two-thirds majority of the votes cast.

Exact text of constitution pertaining to Amendments:

This Constitution can be amended (with the exception of Article VII) by a 2/3 majority vote of the congregation, providing motion for amendment has been presented or read at the previous annual meeting.

Thank you.

[Michael Fichter]

In response to request for current text:

Exact text of bylaws pertaining to Amendments:

These By-laws can be changed or amended when motion to that effect has been made at a regular meeting of the Church.  The motion is debated and voted upon at the annual meeting of the Church.  Its adoption requires a two-thirds majority of the votes cast.

Exact text of constitution pertaining to Amendments:

This Constitution can be amended (with the exception of Article VII) by a 2/3 majority vote of the congregation, providing motion for amendment has been presented or read at the previous annual meeting.

Thank you.

[Atul Kapur]

Based on the language you have provided, the answer to your question is no.

At the January 2024 annual meeting, you will start to consider what was presented or read at the January 2023 annual meeting. 

At the '24 meeting, amendments to the proposed revision can be made and adopted while the revision is under consideration. The entire procedure, including final adoption of the revision, can be done at that annual meeting.

Nothing stops you from informing others -- before the annual meeting and as soon as now -- of the amendments you plan on proposing and discussing them informally.

Edited July 5, 2023 at 02:35 AM by Atul Kapur

[Michael Fichter]

I really appreciate all of the help and advice.  Thank you.

So now I understand that the adoption of any amendment to the proposed revision and the adoption of the revision itself will occur at the January 2024 annual meeting. 

Is it acceptable to call a meeting to informally discuss an amendment, or would a meeting be considered formal and violate the rules?  I am not sure how else we might be able discuss it in advance of the January meeting.

[Joshua Katz]

So far as RONR is concerned, a group of people who get together over drinks and discuss things, without calling a meeting or attempting to conduct business, is not a meeting and is not subject to any rules. But your organization could be subject to other sets of rules, such as sunshine laws, that would change that.

 

[Atul Kapur]

To avoid confusion, you could call it a Forum or a Town Hall to discuss the proposed revisions. If that would cause confusion, don't do that.

By the way, I hope one area being changed is to the sections on amendments. It currently says bylaws can only be amended at the annual meeting and that notice of constitutional amendments can only be given at the annual meeting. It was only by reading them together that I arrived at my advice above. You may want to specify when constitutional amendments are to be debated and voted upon.

And you may want to combine them in one document if the requirements to change them are the same.

[Josh Martin]

On 7/5/2023 at 8:28 AM, Michael Fichter said:

So now I understand that the adoption of any amendment to the proposed revision and the adoption of the revision itself will occur at the January 2024 annual meeting. 

Is it acceptable to call a meeting to informally discuss an amendment, or would a meeting be considered formal and violate the rules?  I am not sure how else we might be able discuss it in advance of the January meeting.

I suppose it would be permissible to call a meeting to "informally" discuss the amendments (though a suspension of the rules would be needed, I think).

If discussion is all that is desired, it may be simpler for it to not be a "formal" meeting of the assembly. Nothing in RONR prevents members from gathering outside of a formal meeting to discuss matters. This has the added advantage of granting more flexibility in calling and scheduling such a meeting, since the organization will not be bound by the rules of the organization for calling special meetings. The disadvantage is that this is not a formal meeting of the assembly and therefore action cannot be taken in the name of the assembly - but if you're not going to take action anyway, no problem.

You might describe this, for example, as a forum or hearing hosted by the Bylaws Committee, rather than a special meeting of the full membership.

"When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present." RONR (12th ed.) 50:27

[Michael Fichter]

I appreciate each of you for taking the time to provide the great advice.  I think I am clear on how to proceed now.

Thank you!

 

[puzzling]

On 7/5/2023 at 2:55 AM, Michael Fichter said:

In response to request for current text:

Exact text of bylaws pertaining to Amendments:

These By-laws can be changed or amended when motion to that effect has been made at a regular meeting of the Church.  The motion is debated and voted upon at the annual meeting of the Church.  Its adoption requires a two-thirds majority of the votes cast.

Exact text of constitution pertaining to Amendments:

This Constitution can be amended (with the exception of Article VII) by a 2/3 majority vote of the congregation, providing motion for amendment has been presented or read at the previous annual meeting.

Thank you.

Notice that the rules for the bylaws and the constitution differ.

The bylaws speak of a general meeting,  where he constitution speaks over an annual general meeting for notice,  so bylaw amendments can be notified later than constitution amendments