Scope of Notice for Non Bylaw Manuals

[Guest Gretche]

Our organization’s bylaws require 60 days previous notice and a majority vote to adopt a proposal (except that bylaw proposals require a 2/3 vote with 60 days previous notice). Our infraction committee has submitted a proposal to revised our infraction manual and every paragraph in the manual is being amended (i.e., it is clearly a revision). If this were our bylaw manual, RONR (12^th ed.) 57:5 state that it is adopted seriatim and there is no scope of notice because it is a revision. My question is , “is there no scope of notice when we revised other manuals” such as our infraction manual,  or is the “no scope of notice”  requirement in RONR unique to bylaw revisions only.

 

Gretchen

[Gary Novosielski]

It depends on whether it is being moved as a revision, or as a series of individual amendments.  It also depends on what the required notice actually says about it.  If any and all amendments, including brand new provisions, will be allowed from the floor while it's considered, and if the notice makes this clear, then there will be no scope issues.

And if this is a motion to Amend Something Previously Adopted, which it sounds like it is, It's not equivalent to adopting a proposal for the first time, so I'm not sure that bylaws rule applies, but this motion requires only a majority vote if previous notice is given, so a majority vote would be sufficient either way.

Scope issues arise whenever previous notice is required for a given question, as is usually true for bylaws, but in your case it's true for other types of proposal.  If the scope is exceeded the notice is effectively destroyed. 

In the simple case of a motion that has a lower threshold if notice is given, destroying the notice is not a big deal. It just raises the threshold from a majority to two-thirds (or a majority of the entire membership).  But on a motion that requires previous notice, destroying the notice makes consideration of the motion completely out of order.

Edited August 16, 2023 at 12:30 AM by Gary Novosielski

[Atul Kapur]

On 8/15/2023 at 8:00 PM, Guest Gretche said:

Our organization’s bylaws require 60 days previous notice and a majority vote to adopt a proposal (except that bylaw proposals require a 2/3 vote with 60 days previous notice). Our infraction committee has submitted a proposal to revised our infraction manual and every paragraph in the manual is being amended (i.e., it is clearly a revision). If this were our bylaw manual, RONR (12^th ed.) 57:5 state that it is adopted seriatim and there is no scope of notice because it is a revision. My question is , “is there no scope of notice when we revised other manuals” such as our infraction manual,  or is the “no scope of notice”  requirement in RONR unique to bylaw revisions only.

Gretchen

Before considering the question of whether this revision is free of limitations related to scope of notice (i.e. if is it analogous to a bylaws revision), please let us know whether the infraction committee was "properly authorized to draft it [the revision] either by the membership or by an executive board that has the power to refer such matters to a committee" which is a prerequisite in 57:5 for a revision.

[Bruce Lages]

Atul - do you think that the 57:5 provisions will apply to policies and rules proposals other than the bylaws? That paragraph seems to be pretty specifically targeted to bylaws alone.

[Gary Novosielski]

I think the (relatively new, I believe) provision of 57:5 requiring that any revision must be the work of a committee applies only to bylaws revisions.  

But I think that the restrictions that require remaining within the scope of notice, while primarily applying to bylaws as a practical matter, arise naturally out of the nature of previous notice, when applied to motions which are not in order without it.

In many organizations, the bylaws are the only document that requires previous notice for its amendment, but in this organization there is at least one other document that cannot be moved without proper notice.  If any amendment were permitted that exceeded the scope of the notice, the notice would be invalidated and the main motion with it.  That's not because the document is in the nature of bylaws, but rather because loss of notice would not just change the voting threshold, it would invalidate consideration completely, and reset the clock to 60 days, in the present case.

[puzzling]

On 8/16/2023 at 1:00 AM, Guest Gretche said:

Our organization’s bylaws require 60 days previous notice and a majority vote to adopt a proposal (except that bylaw proposals require a 2/3 vote with 60 days previous notice). Our infraction committee has submitted a proposal to revised our infraction manual and every paragraph in the manual is being amended (i.e., it is clearly a revision). If this were our bylaw manual, RONR (12^th ed.) 57:5 state that it is adopted seriatim and there is no scope of notice because it is a revision. My question is , “is there no scope of notice when we revised other manuals” such as our infraction manual,  or is the “no scope of notice”  requirement in RONR unique to bylaw revisions only.

 

 

 

Gretchen

 

But it there not a scope in the notice?  The scope is the whole infraction manual . (So amendments to other manuals are out of scope) 

And it is a revision of the infraction manual, so i would think that most amendments should be in order.

The one problem i see is that possibly be out of scope would be amendments that would give higher penalties to infractions than were mentioned in the proposal.

A note that tells the members that also these amendments would  be allowed takes care of that.

[Atul Kapur]

On 8/15/2023 at 11:22 PM, Bruce Lages said:

Atul - do you think that the 57:5 provisions will apply to policies and rules proposals other than the bylaws? That paragraph seems to be pretty specifically targeted to bylaws alone.

Well, as we are reminded by the OP, the entire concept of revision appears to also be specific to bylaws alone.

That is the interesting question raised by the OP. I haven't had a chance to review the matter thoroughly, but I'm suggesting that, if revision can be considered to apply to something other than bylaws, then all provisions related to revision should apply, not just the relaxation of scope of notice.

And this concept of pre-authorization appears to me to be linked directly to revision, rather than to bylaws amendments.

On 8/16/2023 at 12:52 AM, Gary Novosielski said:

(relatively new, I believe) provision of 57:5

The authors have been clear in their commentary that they believe that this is just making explicit what was always the case.

[Gary Novosielski]

On 8/16/2023 at 7:27 AM, Atul Kapur said:

Well, as we are reminded by the OP, the entire concept of revision appears to also be specific to bylaws alone.

That is the interesting question raised by the OP. I haven't had a chance to review the matter thoroughly, but I'm suggesting that, if revisioIn can be considered to apply to something other than bylaws, then all provisions related to revision should apply, not just the relaxation of scope of notice.

And this concept of pre-authorization appears to me to be linked directly to revision, rather than to bylaws amendments.

Well, I think the divide between revision and amendments is specific to bylaws.  Bylaws are a special case among documents, and are treated like a special case of Amend Something Previously Adopted.  Revision/amendment of other documents is treated like the more general case of ASPA. which does not contain any such distinction. 

So I don't think the rules strictly require that the revision of an operations manual must come from a committee, even though I also believe it would be madness not to.  There could be foolish and even harmful amendments if handled poorly, but the document itself is not as critical.  Revising bylaws takes a lot more care and finesse.  I would compare it to rewiring a circuit with the power on--mistakes, when they occur, can have consequences more immediate and more dire.

Also, I don't view a revision of bylaws as "relaxing" the scope of notice requirement.  The requirement itself is unchanged; it is the notice that is more expansive in scope, as it must be when the scope of the project is expanded.  But amendments must still remain within it.  As @puzzling points out, revisions to other manuals would be beyond the scope. 

There's nothing in the scope rule that's specific to bylaws but, in practice, issues are more likely to come up when working on bylaws, which is why we find it there in the book.  But this is primarily because the notice requirement for a bylaws amendment is etched in stone, not because the subject matter is more consequential, even though it is.