Can you amend a bylaw using the consent agenda?

[Tomm]

Several months ago the board removed the article from within the bylaws that established the standings committees and moved it into what they refer to as Board Policies.

It now appears they recognize that according to RONR 50:8 they really need to be put them back into the bylaws. (They have no documents considered to be special rules of order.)

The QUESTION a director asked me was: With proper previous notice can the board simply reinstate the article on Standing Committees back into the bylaws using the consent agenda?

[Dan Honemann]

On 7/6/2023 at 12:37 AM, Tomm said:

Several months ago the board removed the article from within the bylaws that established the standings committees and moved it into what they refer to as Board Policies.

It now appears they recognize that according to RONR 50:8 they really need to be put them back into the bylaws. (They have no documents considered to be special rules of order.)

The QUESTION a director asked me was: With proper previous notice can the board simply reinstate the article on Standing Committees back into the bylaws using the consent agenda?

What do your bylaws say concerning their amendment?  What do your bylaws say concerning the consent agenda?

[Gary Novosielski]

On 7/6/2023 at 12:37 AM, Tomm said:

The QUESTION a director asked me was: With proper previous notice can the board simply reinstate the article on Standing Committees back into the bylaws using the consent agenda?

While waiting patiently for the answers to @Dan Honemann's questions, I'll go out on a limb and say that this bylaws amendment should be handled in the same way as any other bylaws amendment.  

I don't see what the point would be of using the consent agenda, if one exists.  If this is an attempt to somehow shortcut the process of amendment, on the grounds that it is simply restoring the bylaws to some previous form, then that is not an option, and those are erroneous grounds.

All of the steps in the process of bylaws amendment must be complied with.

[Tomm]

Sorry...Mr. Honeman's response actually answered my question.

My advise to the director was "no", that's not the intent of a consent agenda. The bylaw's do provide a method for amending the bylaws, and here's the kicker, they have no special rule of order or bylaw that authorizes the use of a consent agenda! 

[Rob Elsman]

I venture that a consent calendar the group does not have.

[Atul Kapur]

On 7/7/2023 at 10:15 AM, Gary Novosielski said:

I don't see what the point would be of using the consent agenda, if one exists

If a consent calendar exists and it incorporates by rule the provisions mentioned in 41:32 (ie: adopted in gross without debate or amendment), then I see definite purpose and benefit to handling non-controversial bylaws amendment this way, as long as there is also a provision that any item or items may be removed on demand and processed in the usual manner. In fact, I have seen one of the administrators propose handling several bylaws amendments this way and thereby saved much time at a meeting; I have since copied his example to great benefit elsewhere.

[Gary Novosielski]

On 7/7/2023 at 1:30 PM, Atul Kapur said:

If a consent calendar exists and it incorporates by rule the provisions mentioned in 41:32 (ie: adopted in gross without debate or amendment), then I see definite purpose and benefit to handling non-controversial bylaws amendment this way, as long as there is also a provision that any item or items may be removed on demand and processed in the usual manner. In fact, I have seen one of the administrators propose handling several bylaws amendments this way and thereby saved much time at a meeting; I have since copied his example to great benefit elsewhere.

Well, in the instant case, it turns out the group has no consent agenda, so the director was presumably hallucinating. 🙂

But since the process of bylaws amendment is typically set out separately in its own article of the bylaws, and usually contains specific notice, timing, threshold, and other restrictions not applicable to ordinary main motions, it seems reasonable to infer an intent that such amendments not be considered in the "usual manner."   Much would depend on the exact provisions.

[Atul Kapur]

The chair would have to ensure that the vote on the consent agenda met the threshold to adopt bylaws amendments, or could do a separate vote on consent agenda items that require a supermajority.

If notice is a  requirement, then it will be known when the consent agenda is constructed whether that requirement has been met.

So I don't see either of those issues preventing or discouraging the placement of bylaws amendments on the consent agenda.

There is also no requirement that there be debate on them or that they each be voted on separately.

Discouraging its use even when it would be beneficial seems to me to be emphasizing process over substance.

Edited July 7, 2023 at 09:40 PM by Atul Kapur