Procedure for revising Bylaws

[Katy]

Our Bylaws have a simple paragraph about who should approve any changes in the Bylaws, but no real technical instructions or protocols regarding the procedure. We have 73 Voting Members who have the ability to approve any changes with 2/3 of current members voting in favor. My understanding of Robert's Rules is that when there are extensive revisions, the document should be considered as though it were completely new, rather than dealing with redlined change by change. Others disagree. Is this correct? 

Thank you for your always very helpful input.

Edited October 17, 2023 at 03:38 PM by Katy

[Gary Novosielski]

Please quote exactly the paragraph that states Voting Members ... have the ability to approve any changes with 2/3 of current members voting in favor.  That's a departure from the typical rules which require previous notice and a two-thirds vote.  A two-thirds vote is very different from two thirds of current members.

You're right that RONR has different rules for a series of individual amendments as opposed to what's called a revision, which is a complete replacement.  It's up to your group where to draw the line between the two, but it may depend on some factors in RONR, for example:

• A full revision can only be proposed by recommendation of a Bylaws Committee established for that purpose.  
• Individual change can be proposed by individual members, unless your bylaws say otherwise.

• Presuming prior notice is required, the contents of the notice will vary:
  • A revision requires notice that it is a revision--i.e., that the entire document will be open to debate and amendment--even portions that are not changing from the old to the new version.
  • Individual changes require detailed notice of what is being changed. The clearest way is to provide the exact language of each proposed change in the notice.  As with a revision, this language is subject to debate and amendment, but only within the scope of the change as specified in the notice.  This can get a bit technical, but an example would be a proposal to raise the dues from $30 to $50.  It would be in order to move to amend the language to say $40, but an amendment to change it to $60 would be out of order, as it exceeds the scope of the notice.

 

 

 

[Katy]

On 10/17/2023 at 12:21 PM, Gary Novosielski said:

Please quote exactly the paragraph that states Voting Members ... have the ability to approve any changes with 2/3 of current members voting in favor.  That's a departure from the typical rules which require previous notice and a two-thirds vote.  A two-thirds vote is very different from two thirds of current members.

 

Quoted Bylaws: "Amendments to the Bylaws require a two-thirds vote of the entire Membership for adoption. Amendments may be adopted at the Annual Meeting, at any special meeting if notice of the complete substance of the proposed amendment was included in the call for the meeting, or by a mail vote provided that the Members have thirty (30) days to return their ballots from the date AIER mailed the ballots to the Members."

Yes, that is unusual. I would say about half of the document has revisions. Would you say that is a revision or a series of amendments? 

Edited October 17, 2023 at 06:32 PM by Katy

[Gary Novosielski]

On 10/17/2023 at 2:29 PM, Katy said:

Yes, that is unusual. I would say about half of the document has revisions. Would you say that is a revision or a series of amendments? 

Presuming it came from a Bylaws Committee, then I think it would depend on how they report it out.  If it did not come from a committee, then you have no choice--it must be handled as individual amendments.  Revisions can only arise from a committee.

[Shmuel Gerber]

On 10/17/2023 at 9:35 PM, Gary Novosielski said:

Presuming it came from a Bylaws Committee, then I think it would depend on how they report it out.  If it did not come from a committee, then you have no choice--it must be handled as individual amendments.  Revisions can only arise from a committee.

Even if there is no revision reported by a committee that has been authorized to draft a revised set of bylaws, a set of extensive changes may still be considered in the form of a substitute to the existing bylaws. However, if such a substitute is not an authorized revision, then any amendments proposed to the substitute while it is pending must be confined to the areas of change as compared to the existing bylaws and must not propose a greater change than that for which notice has been given. 

[Gary Novosielski]

On 10/18/2023 at 12:07 PM, Shmuel Gerber said:

Even if there is no revision reported by a committee that has been authorized to draft a revised set of bylaws, a set of extensive changes may still be considered in the form of a substitute to the existing bylaws. However, if such a substitute is not an authorized revision, then any amendments proposed to the substitute while it is pending must be confined to the areas of change as compared to the existing bylaws and must not propose a greater change than that for which notice has been given. 

Thanks for clarifying.  If no revision is reported by the committee, the previous notice will not refer to a revision, and so the scope of notice requirements remain in effect, even if the assembly chooses to procedurally handle the group of changes as an amendment in the nature of a substitute.