Untimely Proposed Amendment

[Wright Stuff]

Here is an excerpt from the bylaws of an organization of which I am a member:

"Proposed amendments (sic) to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and it must receive a two-thirds vote of the Delegates present and voting at any State Convention."

It must receive a 2/3 vote for what? To be heard by the delegation? To be passed? This language was weaponized last year. It could happen again this year. There is no other language addressing a proposed amendment not mailed to the State Executive Committee thirty days prior to the convening of the State Convention. Common sense would suggest that the provision only makes sense if the amendment must receive a 2/3 vote to adopt. 

"Mailed" thirty days? Does a postmark count? Must the mail have been received by the Committee thirty days before? The three-day mailbox rule? 

While the organization is free to interpret its own bad drafting, I would like to know if I'm overlooking something here. 

 

Edited December 24, 2023 at 08:49 PM by Wright Stuff

[Atul Kapur]

It may help in the interpretation to know the vote required to adopt a "propounded" bylaws amendment that was mailed at least 30 days prior. If that is also 2/3, then it suggests that the quoted provision refers to something else (perhaps the vote required to introduce the amendment at the meeting).

[Wright Stuff]

On 12/23/2023 at 2:27 PM, Atul Kapur said:

It may help in the interpretation to know the vote required to adopt a "propounded" bylaws amendment that was mailed at least 30 days prior. If that is also 2/3, then it suggests that the quoted provision refers to something else (perhaps the vote required to introduce the amendment at the meeting).

Here's the rest of the discussion on the topic:

"Timing of Amendment

The Bylaws may be amended by majority vote of the Delegates present and voting at any State Convention provided, however, that the proposed amendment was mailed to the membership of the State Executive Committee at least thirty days prior to the convening of the State Convention. This mailing requirement shall not apply to the report of the duly appointed Bylaws Committee.

Proposed Amendments from Floor of State Convention

Amendments from the Convention floor to the proposed amendments to the Bylaws (an amendment to the amendment) which (sic) would materially alter the intent of the original proposed amendment shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and must receive a two-thirds vote of the Delegates present and voting at any State Convention to be approved. This subsection applies only to amendments to amendments to the Bylaws that were mailed out to the Executive Committee as above described."

I forgot to mention that the bylaws do designate RONR as their parliamentary authority. Thanks. 

Edited December 23, 2023 at 07:46 PM by Wright Stuff

[Gary Novosielski]

On 12/23/2023 at 1:26 PM, Wright Stuff said:

"Proposed amendments (sic) to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and it must receive a two-thirds vote of the Delegates present and voting at any State Convention."

It seems clear to me that the antecedent of "it" is "the proposed amendment" so it is the amendment that must receive a two-thirds vote.

But presumably the only requirement for it being considered in order is the furnishing of the one kilocopy of the amendment.  It clearly cannot receive a two-thirds vote before it has been moved.

[Shmuel Gerber]

On 12/23/2023 at 1:26 PM, Wright Stuff said:

Proposed amendments (sic) to the bylaws 

I'm curious why you think a "(sic)" is warranted here. 

[Wright Stuff]

On 12/24/2023 at 11:47 AM, Shmuel Gerber said:

I'm curious why you think a "(sic)" is warranted here. 

It’s grammatically incorrect. I’m sensitive to such things when I may be on the committee responsible for correcting such things. 

[Shmuel Gerber]

On 12/24/2023 at 12:04 PM, Wright Stuff said:

It’s grammatically incorrect. I’m sensitive to such things when I may be on the committee responsible for correcting such things. 

You mean because it begins with "Proposed amendments" but then later refers to "the proposed amendment"? 

[Wright Stuff]

On 12/24/2023 at 12:07 PM, Shmuel Gerber said:

You mean because it begins with "Proposed amendments" but then later refers to "the proposed amendment"? 

Yes

[Shmuel Gerber]

On 12/24/2023 at 12:08 PM, Wright Stuff said:

Yes

Interesting. I would call that a semantic error rather than a grammatical error, but either way I think the addition of "(sic)" just made your question a bit harder to read. 

[Wright Stuff]

On 12/24/2023 at 12:13 PM, Shmuel Gerber said:

Interesting. I would call that a semantic error rather than a grammatical error, but either way I think the addition of "(sic)" just made your question a bit harder to read. 

Sorry about that. I’ve worked hard for the last 30 years to write for clarity. It’s hard to do when there is no absolute authority on what is correct. You can disagree with my assessment, and I couldn’t argue with you as each of us could find enough authority to make our point. 
 

I just finished the four-page thread from September or October on committees suspending rules. It’s fascinating. It’s instructive to see how reasonable minds can differ. The same is true for the English language, I guess. 

[Josh Martin]

On 12/23/2023 at 12:26 PM, Wright Stuff said:

Here is an excerpt from the bylaws of an organization of which I am a member:

"Proposed amendments (sic) to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and it must receive a two-thirds vote of the Delegates present and voting at any State Convention."

It must receive a 2/3 vote for what? To be heard by the delegation? To be passed?

As I read the rule in question, the "two-thirds vote of the Delegates present and voting at any State Convention" refers to the vote required for the proposed amendment to be considered. The rule begins with "Proposed amendments to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless..." and it's one long sentence from there. So I would interpret both clauses as referring to the requirements for the amendment to be "considered in order."

In other words, I read the rule as providing that proposed amendments to the bylaws may be considered if:

A. The amendments are mailed to the State Executive Committee thirty days prior to the convening of the State Convention.

B. The proposer of the amendment provides 1,000 copies of the amendment AND the amendment receives a 2/3 vote for consideration. Essentially, this seems to be a provision to "suspend the rules" which ordinarily require the amendment to be submitted 30 days prior to the convention.

On 12/23/2023 at 12:26 PM, Wright Stuff said:

Common sense would suggest that the provision only makes sense if the amendment must receive a 2/3 vote to adopt. 

I do not agree. It seems quite reasonable to require a vote to permit the introduction of a bylaw amendment which has not received the required notice. Such provisions are not unusual.

However, that the rule in question instead refers to the threshold required for adoption is also a reasonable interpretation, since a lower threshold is required for properly noticed amendments.

Ultimately, it will be up to the organization to interpret its own bylaws. In the long run, the rule should be amended for clarity.

On 12/23/2023 at 12:26 PM, Wright Stuff said:

"Mailed" thirty days? Does a postmark count? Must the mail have been received by the Committee thirty days before? The three-day mailbox rule? 

While it is ultimately up to the organization to interpret its own bylaws, generally speaking, a requirement for previous notice is based on when the notice is sent, not when the notice is received. In this connection, when notice is sent by mail, my experience is that this is generally understood to refer to the postmark date. The "three-day mailbox rule" is not found in Robert's Rules of Order.

"In any organization, notice must be sent a reasonable time in advance of each regular meeting that is separated by more than a quarterly time interval (see 9:7 below) from the previous regular meeting. Notice must also be sent a reasonable time in advance of a convention of delegates. In many organizations, a call is sent to all members in advance of each meeting.

In all such cases, to avoid uncertainty about what period in advance is reasonable, the specific number of days' notice required—which will depend on the conditions of the particular assembly and which each organization must determine for itself—should be prescribed in the bylaws (56:34). Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent." RONR (12th ed.) 9:3-4

Edited December 24, 2023 at 08:42 PM by Josh Martin

[Wright Stuff]

@Josh Martin As always, your input is well reasoned and, as I recall, is close to the answer the propounder of an amendment was given last year. I’m not convinced as to what the drafters intended, and I’m having trouble imagining the procedure. Assume the 1,000 copy threshold has been met. That’s easy. What does the motion sound like to introduce the amendment? “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” If that motion passes with a 2/3 vote, there has to be a subsequent motion, “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” At some point, the delegation has to hear the substance of the motion to decide if they want to hear it. Then they have to hear the substance of the motion (again) to decide whether to adopt it. 

There are similar problems with the drafting of the other provisions, but those can wait for another time. Understand that interpretations of these provisions are being made by people who didn’t write them, one of whom, at a Bylaws Committee meeting, said to me, “I don’t know why you keep bringing up Robert’s Rules since they have nothing to do with our bylaws.” Remember that the bylaws designate RONR as their parliamentary authority. I may be on the committee again this year. It will be a wild time. 

Edited December 24, 2023 at 09:35 PM by Wright Stuff

[Gary Novosielski]

On 12/24/2023 at 4:34 PM, Wright Stuff said:

Assume the 1,000 copy threshold has been met. That’s easy. What does the motion sound like to introduce the amendment? “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” If that motion passes with a 2/3 vote, there has to be a subsequent motion, “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” At some point, the delegation has to hear the substance of the motion to decide if they want to hear it. Then they have to hear the substance of the motion (again) to decide whether to adopt it. 

I don't think it's that complicated.

Presume the 1000 copies have been distributed.  The process would go like this:

WS:  Mr. President.

Chair:  Mr. Stuff?

WS: The requisite 1000 copies of the motion having been distributed, I move the following amendment to the bylaws:  In Article X, Section 3, strike the word adventitious and replace it with the word extrinsic.

SE:  Second!

Chair:  It has been moved and seconded that...

[Wright Stuff]

On 12/24/2023 at 5:03 PM, Gary Novosielski said:

I don't think it's that complicated.

Are you saying one motion is sufficient? If not, what is the second (or first) motion? You wrote only one “I move…” There are two votes: One to allow the motion and one to adopt it. 

[Shmuel Gerber]

On 12/23/2023 at 1:26 PM, Wright Stuff said:

"Proposed amendments (sic) to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and it must receive a two-thirds vote of the Delegates present and voting at any State Convention."

On 12/24/2023 at 3:41 PM, Josh Martin said:

As I read the rule in question, the "two-thirds vote of the Delegates present and voting at any State Convention" refers to the vote required for the proposed amendment to be considered.

On 12/24/2023 at 4:34 PM, Wright Stuff said:

one of whom, at a Bylaws Committee meeting, said to me, “I don’t know why you keep bringing up Robert’s Rules since they have nothing to do with our bylaws.” Remember that the bylaws designate RONR as their parliamentary authority.

Well, I don't know why you keep bringing up your bylaws since they have nothing to do with Robert's Rules. 🙂

But I disagree that the vote in your rule refers to a requirement for considering the amendment. I don't see any phrase other than “the proposed amendment” that could grammatically be the antecedent of “it”. 

The portion of this rule that says “and it must receive …” is clearly separate from the “unless” portion that says “shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment”.

If the latter portion said “and it receives…” instead of “,and it must receive…”, then I might agree there is at least some ambiguity as to whether the vote required was part of the prerequisites for entertaining the amendment.

[Gary Novosielski]

Yes, I am saying that one motion is sufficient.  There is no vote required to allow it, since if the copies have been properly distributed, the motion is in order.  If anyone objects, the chair should rule their point not well taken, presuming the copies actually were distributed.  If there's a question of fact in dispute on that point, that would be the only grounds to object, so the mover should be prepared to show that it was done.

[Josh Martin]

On 12/24/2023 at 4:50 PM, Shmuel Gerber said:

Well, I don't know why you keep bringing up your bylaws since they have nothing to do with Robert's Rules. 🙂

But I disagree that the vote in your rule refers to a requirement for considering the amendment. I don't see any phrase other than “the proposed amendment” that could grammatically be the antecedent of “it”. 

The portion of this rule that says “and it must receive …” is clearly separate from the “unless” portion that says “shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment”.

If the latter portion said “and it receives…” instead of “,and it must receive…”, then I might agree there is at least some ambiguity as to whether the vote required was part of the prerequisites for entertaining the amendment.

But if read in that way, doesn't that suggest the rule is saying that the amendment is not "considered in order" unless the amendment is adopted? That doesn't seem to make a lot of sense.

Or you are you saying that what follows the comma after "amendment" is wholly independent of what precedes it, and is a new, complete provision?

"Proposed amendments (sic) to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment, and it must receive a two-thirds vote of the Delegates present and voting at any State Convention."

On 12/24/2023 at 3:34 PM, Wright Stuff said:

What does the motion sound like to introduce the amendment? “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” If that motion passes with a 2/3 vote, there has to be a subsequent motion, “I move that we amend the Bylaws as detailed in the 1,000 copies that were made available?” At some point, the delegation has to hear the substance of the motion to decide if they want to hear it. Then they have to hear the substance of the motion (again) to decide whether to adopt it. 

If the interpretation that the 2/3 vote refers to the consideration is correct, I would advise that the procedure would work something like this.

The motion would simply be "I move to amend the bylaws by..." [describing the amendment]. A member would need to second the motion. What would follow is that the chair would state something like "A motion has been made to amend the bylaws. Notice was not given of this amendment in advance of the convention, however, the proposer of the amendment has provided 1,000 copies, as required in the bylaws. Under our bylaws, the assembly must now vote on whether to permit consideration of this amendment. A 2/3 vote in the affirmative is required for the amendment's consideration."

The assembly would proceed to vote on whether to consider the amendment and, if adopted, the assembly would then proceed to debate, potentially amend, and ultimately vote on the amendment to the bylaws.

In the alternative, if the interpretation that the 2/3 vote refers to the adoption of the amendment is correct, I would advise that the procedure would work something like this.

The motion would simply be "I move to amend the bylaws by..." [describing the amendment]. A member would need to second the motion. What would follow is that the chair would state something like "A motion has been made to amend the bylaws. Notice was not given of this amendment in advance of the convention, however, the proposer of the amendment has provided 1,000 copies, as required in the bylaws. Under our bylaws, the amendment will require a 2/3 vote for adoption, rather than a majority vote. Is there any debate?" The assembly would then proceed to debate, potentially amend, and ultimately vote on the amendment to the bylaws.

Edited December 25, 2023 at 04:05 PM by Josh Martin

[Shmuel Gerber]

On 12/25/2023 at 11:05 AM, Josh Martin said:

But if read in that way, doesn't that suggest the rule is saying that the amendment is not "considered in order" unless the amendment is adopted? That doesn't seem to make a lot of sense.

Or you are you saying that what follows the comma after "amendment" is wholly independent of what precedes it, and is a new, complete provision?

I would say it is written as a separate provision, but obviously the first provision must be fulfilled as well:

"Proposed amendments to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment,

and

it [the proposed amendment so furnished] must receive a two-thirds vote of the Delegates present and voting at any State Convention [to be approved]."

The structure is almost identical to the other provision requiring printed copies, which specifically says "to be approved".

[Josh Martin]

On 12/25/2023 at 11:03 AM, Shmuel Gerber said:

I would say it is written as a separate provision, but obviously the first provision must be fulfilled as well:

"Proposed amendments to the bylaws not mailed to the State Executive Committee thirty days prior to the convening of the State Convention shall not be considered in order unless the propounder of the proposed amendment shall have first furnished a minimum of one thousand (1000) copies of the proposed amendment,

and

it [the proposed amendment so furnished] must receive a two-thirds vote of the Delegates present and voting at any State Convention [to be approved]."

The structure is almost identical to the other provision requiring printed copies, which specifically says "to be approved".

Thank you. I do agree that the language in the other provision relating to "Proposed Amendments from Floor of State Convention" seems clearer on this point, and does support an interpretation that the 2/3 vote requirement is for approval, not for consideration. I had overlooked that language. With this in mind, it does seem more likely that leaving out the words "to be approved" from this provision was an oversight.