Amend Someting Previously Adopted...that no longer exists!

[Guest James]

I am on the Board of an organization.  The Board is vested with the overall management of the association, which has resulted in the establishment of certain policies that implement requirements in the bylaws.  For example, the Bylaws require that new members meet certain requirements before they become full voting members, and the Board sets a policy to determine how those requirements are to be met.  Nothing complicated here.

What has happened is that previous Boards have, shall we say, not left a well-established paper trail.  We are now at the point where current members (both of the association at large and of the Board itself) have diverging opinions on what they think those implementing policies mean.  If we had an archive copy of the policy in question, any ambiguities could be fixed by Amending Something Previously Adopted (or Rescinded and replaced altogether).  That would take an announcement of intent to Amend and a majority vote to do so.

So, what do we do when thee is no baseline available for the policy to be fixed?  I would assume that it basically is the same as starting from scratch.  Further, we can cover our procedural bases by providing an announcement anyway, and then go straight to strike (the non-existent text) and replace.  The part that concerns me is that certain Board members may try to vote down any sort of Amend Something motion to try to leave the situation in limbo.

Any feedback is appreciated.

[J. J.]

It would be better to treat this as Amend Something Previously Adopted.  That way, if there is something discovered, your board would be assured of having properly replaced it. 

[Dan Honemann]

On 2/7/2024 at 3:42 PM, Guest James said:

I am on the Board of an organization.  The Board is vested with the overall management of the association, which has resulted in the establishment of certain policies that implement requirements in the bylaws.  For example, the Bylaws require that new members meet certain requirements before they become full voting members, and the Board sets a policy to determine how those requirements are to be met.  Nothing complicated here.

What has happened is that previous Boards have, shall we say, not left a well-established paper trail.  We are now at the point where current members (both of the association at large and of the Board itself) have diverging opinions on what they think those implementing policies mean.  If we had an archive copy of the policy in question, any ambiguities could be fixed by Amending Something Previously Adopted (or Rescinded and replaced altogether).  That would take an announcement of intent to Amend and a majority vote to do so.

So, what do we do when thee is no baseline available for the policy to be fixed?  I would assume that it basically is the same as starting from scratch.  Further, we can cover our procedural bases by providing an announcement anyway, and then go straight to strike (the non-existent text) and replace.  The part that concerns me is that certain Board members may try to vote down any sort of Amend Something motion to try to leave the situation in limbo.

Any feedback is appreciated.

A policy isn't really a policy if you don't have any way of knowing exactly what it says.

[J. J.]

On 2/7/2024 at 4:07 PM, Dan Honemann said:

A policy isn't really a policy if you don't have any way of knowing exactly what it says.

There is a problem with that.  That we don't know what the policy is currently does not preclude knowing at some point.  

[Dan Honemann]

On 2/7/2024 at 6:26 PM, J. J. said:

There is a problem with that.  That we don't know what the policy is currently does not preclude knowing at some point.  

But Guest James seems to despair of ever arriving at that point.

[J. J.]

On 2/7/2024 at 7:24 PM, Dan Honemann said:

But Guest James seems to despair of ever arriving at that point.

I have to, at times, only to discover that the information does exist.

Using the rules for Amend Something Previously Adopted will prevent a possible problem. 

[Guest James]

What I can say is that I, personally, have made an effort to collect and consolidate the proceedings of the history of the organization during my time on the Board.  I have gone through all available electronic records, I have had the available paper records scanned, and I have organized them chronologically.  The Board at the period in question took awful minutes, did not publish any of their policies in a manner visible to membership (mail, website, email, etc.—none of that), and also (knowing what I know of RONR now) generally followed no reliable procedures, up to and including our own Bylaws.  (There was a special assessment put into place right around the time I joined and I know now that it did not follow the requirements for such assessments in the Bylaws.)

So, I really, honestly do not expect to find any written copy of said policy because I don't think there ever was one.  I think they probably laid out some guidelines to the membership committee in a meeting, said "Go forth and do," and as those bodies have evolved over time we have ended up with a multi-threaded version of the "telephone" game for understanding whatever was originally intended.

[Michael Seebeck]

In the absence of the paper trail, what remains there is Custom, which is far lower in precedence than anything else.

As such, you could treat the policies as new items of business to codify the custom for now, and if for some reason the paper trail appears, then you would have to Amend Something Previously adopted (as J J has mentioned), but that doesn't negate actions taken under the custom codified as policy, either, since they were made in good faith that the paper trail did not exist (but they might have to be ratified to cover all bases).

[Atul Kapur]

If you don't know whether there ever was a policy and, therefore, whether the motion that you are proposing "would have the effect of changing something already adopted" the safest course of action is to propose the policy as a main motion but ensure that it is adopted with the vote threshold that would be required to adopt a motion to Amend Something Previously Adopted (ASPA).

The easiest way to do that is to provide previous notice of the motion ("notice of intent to make the motion, stating the complete substance of the proposed change, has been given at the previous meeting within a quarterly time interval or in the call of the present meeting"). In that case, a majority vote adopts the motion and, if you subsequently find that there was a policy that this new motion changes, then the new motion will still be valid. See RONR (12th ed.) 10:8(7)c, 35:(7), and 23:6(b).

I recommend this because I find it odd (not to say absurd) to make a motion to ASPA when you have nothing to actually amend.