Help me understand bylaw rewrites

[CJ-P]

I have been tasked with doing a complete overhaul of my organization's bylaws, and have the text entirely written already. As a part of my new role, I am also trying to move towards proper parliamentary procedure in meetings and more strict adherence to Robert's Rules. I am a bit confused when it comes to how the motion for a bylaw rewrite is supposed to be presented, and would love any and all information one can provide.

Specifically, does a rewrite proposal operate the same way as defined in the "Second Operational Meeting" section of RONR (i.e. do you propose a rewrite the same way the original version was proposed)? I believe I read this, but I cannot find the item that states it anymore.

If this is the case, what determines a waiving of the first reading? Is it brought to a vote, or can it be waived by claiming enough notice was provided (all members will have had access to the text for 1+ month)? It is quite a lengthy document and I am afraid the longer the meeting goes on the more frustrated members will be if every article has to be read out that they have already read.

Any other information you think may be helpful would also be greatly appreciated! I am brand new to parliamentary procedure and am having a fun time learning about everything so far, so I appreciate any new knowledge.

[Shmuel Gerber]

On 12/27/2023 at 9:03 PM, CJ-P said:

Specifically, does a rewrite proposal operate the same way as defined in the "Second Operational Meeting" section of RONR (i.e. do you propose a rewrite the same way the original version was proposed)? I believe I read this, but I cannot find the item that states it anymore.

See RONR (12th ed.) 56:15.

On 12/27/2023 at 9:03 PM, CJ-P said:

If this is the case, what determines a waiving of the first reading? Is it brought to a vote, or can it be waived by claiming enough notice was provided (all members will have had access to the text for 1+ month)? It is quite a lengthy document and I am afraid the longer the meeting goes on the more frustrated members will be if every article has to be read out that they have already read.

If the text has been distributed to the members in advance, the committee chair can move its adoption without reading it. See 4:5.

[CJ-P]

Thank you so much @Shmuel Gerber - this is exactly what I was looking for!

One more question out of curiosity RE: 56:15 --> it says that it takes the vote for an amendment instead of a normal motion, which in RONR would be a 2/3 vote if I'm reading correctly. Currently, my organization has written bylaws, but none that will be applicable to members at the time of this vote, so no parliamentary authority is explicitly defined although Robert's Rules is informally adopted outside of this. Furthermore, this revision of the bylaws will override RONR and allow bylaw amendments specifically to be passed by simple majority for the time being.

So, would the proper procedure be to follow RONR's 2/3 rule, or the revision's simple majority rule for the voting of new bylaws? In a way - what defines the parliamentary authority and votes required to pass a motion before an organization's bylaws are explicitly in place?

[Shmuel Gerber]

On 12/27/2023 at 9:35 PM, CJ-P said:

Currently, my organization has written bylaws, but none that will be applicable to members at the time of this vote, so no parliamentary authority is explicitly defined although Robert's Rules is informally adopted outside of this. Furthermore, this revision of the bylaws will override RONR and allow bylaw amendments specifically to be passed by simple majority for the time being.

I'm sorry, but this sounds like mumbo-jumbo to me. Are there bylaws in place or not, and if so what do they say about their amendment? 

[CJ-P]

On 12/27/2023 at 8:45 PM, Shmuel Gerber said:

I'm sorry, but this sounds like mumbo-jumbo to me. Are there bylaws in place or not, and if so what do they say about their amendment? 

Apologies - having a hard time figuring out the right phrasing to explain. The current bylaws do not say anything about their amendment nor do they explicitly define a parliamentary authority to fall-back on. Very poorly written which is part of the need for the rewrite. Hope that helps explain.

[Shmuel Gerber]

On 12/27/2023 at 9:35 PM, CJ-P said:

Currently, my organization has written bylaws, but none that will be applicable to members at the time of this vote, so no parliamentary authority is explicitly defined although Robert's Rules is informally adopted outside of this.

 

On 12/27/2023 at 9:49 PM, CJ-P said:

The current bylaws do not say anything about their amendment nor do they explicitly define a parliamentary authority to fall-back on. Very poorly written which is part of the need for the rewrite.

You say there will be no applicable bylaws, but then you talk about the current bylaws.

From your descriptions it seems that this organization already exists, but according to RONR, it is the adoption of bylaws that creates the organization. 

Without further details I don't see how we can help figure out what vote is required to adopt new bylaws.

[CJ-P]

On 12/27/2023 at 9:04 PM, Shmuel Gerber said:

 

You say there will be no applicable bylaws, but then you talk about the current bylaws.

From your descriptions it seems that this organization already exists, but according to RONR, it is the adoption of bylaws that creates the organization. 

Without further details I don't see how we can help figure out what vote is required to adopt new bylaws.

Yeah it's a weird situation and I'm not sure how to best explain it at this moment without going into too much detail that I'd like to stay away from. Thanks for the attempted help though, my original questions were certainly answered!

[Atul Kapur]

Please confirm: are you saying that your current bylaws say nothing about how they may be amended?

[CJ-P]

On 12/27/2023 at 11:39 PM, Atul Kapur said:

Please confirm: are you saying that your current bylaws say nothing about how they may be amended?

Yes, nothing explicit about bylaw amendments in the current bylaws. Shoddily written seemingly to just have something there and missing a lot.

[CJ-P]

If it helps at all, throw my organization out of the equation and just in general terms: say you're founding a new organization and have not yet created bylaws and therefore have not set a parliamentary authority yet - what decides the vote parameters for adopting the bylaws?

[Atul Kapur]

On 12/28/2023 at 1:13 AM, CJ-P said:

throw my organization out of the equation and just in general terms: say you're founding a new organization and have not yet created bylaws

It does not help because these are two very separate questions:

1) What is the situation if an organization is being founded, has no bylaws as yet, and is creating their initial bylaws? (BTW, the answer is a majority vote 54:20 but this does not appear to apply to your organization.)

2) What if an organization has been founded, has bylaws (no matter how poor they are), and is undertaking a revision? Here, all I can tell you is that if the bylaws are truly silent about the requirements to amend themselves, RONR states that an amendment requires, to be adopted either (a) previous notice and a 2/3 vote, or (b) the affirmative votes of the majority of the entire membership 57:1(1). Of course, if the bylaws do state how they are amended, which they should, that prevails over RONR.

Edited December 28, 2023 at 04:12 PM by Atul Kapur
Added underlined words

[CJ-P]

This answered my questions! Thanks @Atul Kapur!

[Atul Kapur]

On 12/28/2023 at 5:31 AM, CJ-P said:

This answered my questions! Thanks @Atul Kapur!

You're welcome, but please note the edits I made to the response to make it more complete.

[Gary Novosielski]

On 12/27/2023 at 9:35 PM, CJ-P said:

Thank you so much @Shmuel Gerber - this is exactly what I was looking for!

One more question out of curiosity RE: 56:15 --> it says that it takes the vote for an amendment instead of a normal motion, which in RONR would be a 2/3 vote if I'm reading correctly. Currently, my organization has written bylaws, but none that will be applicable to members at the time of this vote, so no parliamentary authority is explicitly defined although Robert's Rules is informally adopted outside of this. Furthermore, this revision of the bylaws will override RONR and allow bylaw amendments specifically to be passed by simple majority for the time being.

So, would the proper procedure be to follow RONR's 2/3 rule, or the revision's simple majority rule for the voting of new bylaws? In a way - what defines the parliamentary authority and votes required to pass a motion before an organization's bylaws are explicitly in place?

It does not matter what the revision says about vote thresholds until AFTER  it is adopted.  Until then, the rules in the old bylaws about their own amendment is what determines the process for adopting the revision.  If they say nothing, then the default rules in RONR require a two-thirds vote.

An newly forming organization has no bylaws and requires only a majority vote to adopt its initial bylaws.  After that, it would normally require a two-thirds vote to amend them (or revise them completely).

[Tomm]

Hate to butt-in but... depending on what type of organization this is, shouldn't it first be determined that it's not governed by a State Statute?

[CJ-P]

On 12/29/2023 at 4:41 PM, Tomm said:

Hate to butt-in but... depending on what type of organization this is, shouldn't it first be determined that it's not governed by a State Statute?

Assuming this would mean an org under state government (ex. cities)? We're an incorporated non-profit.

[Tomm]

On 12/29/2023 at 3:44 PM, CJ-P said:

Assuming this would mean an org under state government (ex. cities)? We're an incorporated non-profit.

Well, I'm not a parliamentarian or a lawyer just a follower of this forum, but I will tell you that I belong to a non-governmental 501(c)4 non-profit corporation in Arizona and unless the State Statute says something to the affect of, "Unless otherwise provided in the articles of incorporation or bylaws," the State Statutes rule over your bylaws!

Hopefully someone who knows more than me will chime in and set the record straight?

[Josh Martin]

On 12/29/2023 at 4:44 PM, CJ-P said:

Assuming this would mean an org under state government (ex. cities)? We're an incorporated non-profit.

What Tomm is getting at is that, if the statute under which your organization is incorporated contains a provision regarding the amendment of the bylaws, your society will need to follow that provision. Which is a good point.

Often (but not always), such rules will provide that they are a "default" which can be overridden by a provision in your bylaws. But since your bylaws contain no provision regarding their amendment, and also contain no parliamentary authority, the rule in the statute (if any) would certainly be controlling.

Edited December 30, 2023 at 04:08 PM by Josh Martin

[VBenz]

I wholeheartedly echo Mr. Martin's response to check the provisions under which the organization was formed.  Anything there will always take precedence over what might be written in an organization's own bylaws, special rules or RONR.

In out province, we are incorporated under that province's Societies Act, with the provinces Corporate Registrar.  It states:

Rescission, etc. of bylaws

15(1) The bylaws of a society shall not be rescinded, altered or added to except by special resolution of the society.

(2) No rescission or alteration of or addition to a bylaw has effect until it has been registered by the Registrar.

(3) If the Registrar is of the opinion that a bylaw is not in accordance with the application for incorporation or that it contains anything contrary to law, the Registrar shall refuse to register it.

 

Special Resolutions are also fully defined in the act defined as:

 

1(d) “special resolution” means

(i) a resolution passed

(A) at a general meeting or special meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and

(B) by the vote of not less than 75% of those members who, if entitled to do so, vote in person or by proxy,

(ii) a resolution proposed and passed as a special resolution at a general meeting or special meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting or special meeting so agree, or

(iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting or special meeting to vote on the resolution in person or, where proxies are permitted, by proxy.

Vic