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notice, reading of, and voting to adopt a revision of by-laws


Kasha

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A by-laws committee has completely rewritten our existing by-laws. This is what our current by-laws state about amending the document:

XII.    AMENDMENTS
A.    Amendments to these by-laws, with documentation supporting any proposed changes, may be proposed by the Executive Board or any member.
B.    Upon a vote approved by a majority of the Executive Board, the amendment shall be proposed to the membership.
C.    Notice to amend the by-laws, and the specific proposed amendment(s), shall be provided to all members, ten (10) days prior to any vote to amend the by-laws.
D.    These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board.
E.    Any amendment to the by-laws shall take effect immediately after the amendment(s) is approved, unless a specific exception is stated in the motion to amend.

The Exec Board wants the by-laws revised, so there will be no issue in them approving the revisions the Committee has undertaken and passing it to our membership (for the most part; the EB may have some minor changes; we are taking out the EB requirement wording in the new document).

My questions are how to present this to our membership. We do all communication by email in between in-person meetings that take place once per month. The proposed by-laws  document will be emailed to our Members In Good Standing 10 days before the meeting. 

  • Do the members get to suggest amendments to all sections of this revision, even areas we have not touched? (although, most every section has been changed).
  • Our members are "older" and not knowledgeable on Roberts Rules or meeting protocol. How can we, IF we can, avoid them nit-picking every word to the point we can't get through the entire document (which is 13 pages long)? A meeting of 1.5 hours is about as much as they will tolerate and they despise dealing with the "business" of conducting the meetings.
  • Does it require 2 readings at 2 different meetings before a vote can be taken? 
  • Can a motion be made to just accept the revised document as proposed ? Or maybe to limit the amount of debate?

I am no parliamentarian but have been a part of the by-laws committee for 9 months and just want to get this in front of our members as painlessly as possible. 

Any words of wisdom/suggestions will be most appreciated. Happy New Year to all. 

TIA. 

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In another thread, you stated that the person who was going to be the meeting parliamentarian resigned. You would do well to engage a certified parliamentarian, or a registered one, to ease you through the process. It may be even easier to engage this professional to preside over the meeting where the revision is considered. An experienced chair can often expedite matters, protect members' rights, and provide explanations along the way. 

On 12/30/2023 at 6:09 PM, Kasha said:

Do the members get to suggest amendments to all sections of this revision, even areas we have not touched?

Yes, all parts of the revision are open to amendment. 

On 12/30/2023 at 6:09 PM, Kasha said:

Our members are "older" and not knowledgeable on Roberts Rules or meeting protocol. 

...

they despise dealing with the "business" of conducting the meetings

Which is why an experienced, professional chair can be helpful, by handling the procedural aspects.

On 12/30/2023 at 6:09 PM, Kasha said:

Does it require 2 readings at 2 different meetings before a vote can be taken? 

Nothing in RONR requires that.

On 12/30/2023 at 6:09 PM, Kasha said:
  • How can we, IF we can, avoid them nit-picking every word to the point we can't get through the entire document ...
  • Can a motion be made to just accept the revised document as proposed ? Or maybe to limit the amount of debate?

The members have the right to amend it as much as they want. That being said, you can make a motion to Limit Debate in a variety of ways.

One way to balance the competing rights (to debate and amend) and desires (for a short, "painless," meeting) is to hold a forum or town hall before the meeting.  Those who are interested in the revision can attend and discuss with the committee, ask questions, and even suggest amendments ahead of time, so that the committee can consider them before the meeting. Assuming everyone acts in good faith, this can greatly shorten the duration of the meeting itself.

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On 12/30/2023 at 5:09 PM, Kasha said:

A by-laws committee has completely rewritten our existing by-laws.

Do the members get to suggest amendments to all sections of this revision, even areas we have not touched? (although, most every section has been changed).

Yes.

"Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it." RONR (12th ed.) 57:5

On 12/30/2023 at 5:09 PM, Kasha said:

Our members are "older" and not knowledgeable on Roberts Rules or meeting protocol... A meeting of 1.5 hours is about as much as they will tolerate and they despise dealing with the "business" of conducting the meetings.

Well, in defense of your "older" members, I assure you that this description fits a great many people, regardless of age. :)

On 12/30/2023 at 5:09 PM, Kasha said:

How can we, IF we can, avoid them nit-picking every word to the point we can't get through the entire document (which is 13 pages long)?

The assembly may use motions to Limit Debate, although that requires a 2/3 vote for adoption.

As Dr. Kapur notes, holding an informal bylaws forum prior to the official meeting may be helpful. This could potentially allow people to get a lot of their questions out of the way, so that the meeting itself can focus on the actual points of debate and disagreement.

With all that said, however, I might suggest that attempting to adopt a complete revision to the bylaws in 90 minutes is fairly ambitious. So I think you should seriously consider the possibility that you will not get through the entire revision in one meeting.

On 12/30/2023 at 5:09 PM, Kasha said:

Does it require 2 readings at 2 different meetings before a vote can be taken? 

No, unless your bylaws so provide (and they do not appear to).

The assembly may, if it wishes, postpone the revision to the next regular meeting, by majority vote, provided that meeting is within a quarterly interval. But the assembly could also adopt the revision at the same meeting where it is introduced.

On 12/30/2023 at 5:09 PM, Kasha said:

Can a motion be made to just accept the revised document as proposed ? Or maybe to limit the amount of debate?

Certainly motions can be made to limit debate. Through a motion to Suspend the Rules, it is even in order to move to adopt the entire revision, without debate or amendment. (I suppose you could also suspend the rules to just cut off amendments, but permit debate.)

Either of these motions would require a 2/3 vote for adoption. I would imagine the assembly will be supportive of some limits on debate. Cutting off debate and amendment altogether and insisting on a straight "up or down" vote might be a harder sell.

I'd also add that (even to the extent members would agree to it), insisting on a straight up or down vote might be a risky strategy. There may be members who generally support the revision, but have concerns with particular aspects. If they have a chance to get their amendments adopted (or at the very least, have an opportunity to have their opinions heard), perhaps such members would be more willing to support the revision.

While I understand the desire to get this "across the finish line" quickly, I imagine the worst case scenario for a committee that has spent nine months on this would be for the society to reject the revision in its entirety.

Edited by Josh Martin
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===In another thread, you stated that the person who was going to be the meeting parliamentarian resigned. You would do well to engage a certified parliamentarian, or a registered one, to ease you through the process. It may be even easier to engage this professional to preside over the meeting where the revision is considered. An experienced chair can often expedite matters, protect members' rights, and provide explanations along the way. ===

 

SO MUCH THIS.

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