Amendments

[Guest mario]

Let's say amendments are made to bylaws, and the document includes a legend to indicate changes (highlighted, strike out, etc.). When the new bylaw document is shared to reflect amendments, new sentences and words can not be included/excluded on that new version unless they were indicated on the draft document using the legend, right? 

[Joshua Katz]

The change is as stated by the chair in putting the question to a vote. In practice, the chair is going to say the question is on the proposed amendment, so you'd be right. What else are people saying should change?

[Dan Honemann]

I don't know what factual situation Guest mario has in mind.  Perhaps he is asking what changes, if any, can be moved while the proposed bylaw amendments are pending for adoption.

[Guest Mario]

On 2/22/2024 at 2:17 AM, Joshua Katz said:

The change is as stated by the chair in putting the question to a vote. In practice, the chair is going to say the question is on the proposed amendment, so you'd be right. What else are people saying should change?

The bylaw document with amendments (highlighted, striked out, etc.) was available to view online. Then the new revised bylaw document with amendments was then available afterwards, say months to a year later. 

So when comparing both documents, anything highlighted in the draft (I'll call it that , not sure if the proper name) is now included in the new revised version, just as anything striked out is removed. However, when reading the new version, a new sentence is added, one that was NOT in the draft as a highlighted sentence.

So, how would that sentence get there?

[Joshua Katz]

On 2/22/2024 at 8:10 AM, Guest Mario said:

So, how would that sentence get there?

I don't know. As Mr. Honemann suggested, it may have been moved at the meeting. Have you looked at the minutes of the meeting, and what they say was adopted?

[Guest Mario]

On 2/22/2024 at 10:18 AM, Joshua Katz said:

I don't know. As Mr. Honemann suggested, it may have been moved at the meeting. Have you looked at the minutes of the meeting, and what they say was adopted?

The meeting minutes states an annual meeting package was sent to members x amount of days before the annual meeting (as per bylaws) and I assume that included the bylaw document with amendments so members could review or ask questions. And then moves to adopt the amended bylaws, and it carries. No other details about that, so appears no additional sentences were amended to be added.

[Atul Kapur]

On 2/22/2024 at 10:10 AM, Guest Mario said:

new sentence is added, one that was NOT in the draft as a highlighted sentence

Was the new sentence in the draft/annual meeting package, but just not highlighted, or was it not in the draft that was distributed in advance at all?

What are your organization's rules regarding amending the bylaws? What are the requirements regarding notice of motion?

[Guest Mario]

On 2/22/2024 at 3:43 PM, Atul Kapur said:

Was the new sentence in the draft/annual meeting package, but just not highlighted, or was it not in the draft that was distributed in advance at all?

What are your organization's rules regarding amending the bylaws? What are the requirements regarding notice of motion?

The new sentence was not there at all in the draft. The draft was dated 2 months before the annual meeting.

A notice of motion to amend bylaws has to be sent to Federation no later than about 2 months before the annual meeting (they set a date), and they're then sent out to members about a month before the annual meeting. And the amendments can only happen at the annual meeting, 2/3 vote to pass

 

[Dan Honemann]

It appears that the motion to amend the bylaws was amended during its consideration, and then adopted as amended. 

[Guest Mario]

On 2/23/2024 at 6:07 AM, Dan Honemann said:

It appears that the motion to amend the bylaws was amended during its consideration, and then adopted as amended. 

That is what appears, and that should be reflected in the minutes at the meeting, right (That there was an amendment on the amendment)? But what if they're not in the minutes, and it just says it carries (the amendments to the bylaws that were in the draft)?

[Dan Honemann]

On 2/26/2024 at 11:08 AM, Guest Mario said:

That is what appears, and that should be reflected in the minutes at the meeting, right (That there was an amendment on the amendment)? But what if they're not in the minutes, and it just says it carries (the amendments to the bylaws that were in the draft)?

Yes, the minutes should state that the motion to amend the bylaws, after debate and amendment, was adopted as follows, stating exactly what was finally adopted. 

[Atul Kapur]

It sounds like the minutes do not actually state the amendments as adopted but just refer to the draft that was circulated. (This is, of course, not a good idea.)

If they explicitly say "the amendments to the bylaws that were in the draft" were adopted, that suggests that there were no further amendments at the meeting and, therefore, that the inclusion of this rogue sentence was an error. But I cannot say it's definitive. 

[Gary Novosielski]

On 2/26/2024 at 11:08 AM, Guest Mario said:

That is what appears, and that should be reflected in the minutes at the meeting, right (That there was an amendment on the amendment)? But what if they're not in the minutes, and it just says it carries (the amendments to the bylaws that were in the draft)?

The minutes have to reflect the exact language of what was finally approved after amendment.  It is not necessary to include the details of what iterations of amendment occurred prior to adopting that final language.  But it can't just include the original text as moved, and say it was adopted without amendment if that is not what occurred.

[Guest Mario]

On 2/26/2024 at 7:08 PM, Atul Kapur said:

It sounds like the minutes do not actually state the amendments as adopted but just refer to the draft that was circulated. (This is, of course, not a good idea.)

If they explicitly say "the amendments to the bylaws that were in the draft" were adopted, that suggests that there were no further amendments at the meeting and, therefore, that the inclusion of this rogue sentence was an error. But I cannot say it's definitive. 

Thank you. I am wondering how this sentence was added then, if nothing in the minutes indicated there was any discussion nor further amendments. 

[Guest Mario]

On 2/27/2024 at 2:55 PM, Gary Novosielski said:

The minutes have to reflect the exact language of what was finally approved after amendment.  It is not necessary to include the details of what iterations of amendment occurred prior to adopting that final language.  But it can't just include the original text as moved, and say it was adopted without amendment if that is not what occurred.

Ok, so if this sentence is not mentioned in the minutes as a motion to amend (since this sentence was not in the draft presented to members) then this sentence should not be there? If it carried at the meeting- meaning if the draft that was presented to members was adopted, with amendments pointed out on that draft as highlights for additions and strike outs for omissions for example- then this sentence should not be in the new updated document?

[Gary Novosielski]

I don't know what sentence is being referred to.

The important thing is that the minutes must contain the exact text of what was adopted in its final form.  If not, they should be corrected to include this language before approval—or failing that, should be amended after approval.

[Atul Kapur]

On 2/28/2024 at 2:33 PM, Guest Mario said:

Thank you. I am wondering how this sentence was added then, if nothing in the minutes indicated there was any discussion nor further amendments. 

We can't help you answer this question. As I understand I'm the situation, there is a sentence in the latest printed bylaws that were not in the draft precirculated when the bylaws were last revised/amended. The minutes, unfortunately, only reference the draft and did not reproduce exactly the wording that was adopted. The minutes do not state that the draft was amended prior to the final adoption. This leaves the question whether the amendment was actually made but not recorded in the minutes OR the amendment was never adopted yet this sentence found its way into the printed version in error.

I suggest that you talk to people who were at that meeting and/or the secretary at the time (or office staff if there are employees) and find previous versions of the printed bylaws to see if you can find more precisely when this sentence first appeared. Best of luck.

[Guest Mario]

On 2/28/2024 at 5:39 PM, Atul Kapur said:

We can't help you answer this question. As I understand I'm the situation, there is a sentence in the latest printed bylaws that were not in the draft precirculated when the bylaws were last revised/amended. The minutes, unfortunately, only reference the draft and did not reproduce exactly the wording that was adopted. The minutes do not state that the draft was amended prior to the final adoption. This leaves the question whether the amendment was actually made but not recorded in the minutes OR the amendment was never adopted yet this sentence found its way into the printed version in error.

I suggest that you talk to people who were at that meeting and/or the secretary at the time (or office staff if there are employees) and find previous versions of the printed bylaws to see if you can find more precisely when this sentence first appeared. Best of luck.

Thank you. Yes you are understanding correctly. 

Previous documents have been reviewed and the most recent one is the one that had this new sentence. The new sentence actually relates directly to something a member inquired about, was given an answer about it from the federation (secretary), but the member was perplexed and thought the answer was inaccurate so asked more questions to clarify etc. And after these inquiries, now this sentence appears on the new document of which they referred to in a follow up reply and sent thw new document as an attachment.

The new document was never on their site, only the old one was. It is all looking strange to members, like this sentence was added to seemingly to fit or support their response that was given, and the old documents have been removed from their site completely and have been replaced with the new ones; if anyone else currently had the same question and if the federation responded and refers to the document, that person would accept that answer and have no idea there were any changes (since the old document is removed and you'd only notice if you compared the new and old one, and also since no amendments are reflected in the minutes). 

Does this all seem strange?

[Atul Kapur]

I don't know about strange. Sloppy, yes, but unfortunately not as rare as you'd hope.

So, from here you can raise a point of order that the added sentence was never properly adopted and should be struck out. And you could appeal the ruling if it goes against you.

If that doesn't work, then you can move to amend the bylaws (following requirements for notice, etc). 

[Guest Mario]

On 3/20/2024 at 11:05 PM, Atul Kapur said:

I don't know about strange. Sloppy, yes, but unfortunately not as rare as you'd hope.

So, from here you can raise a point of order that the added sentence was never properly adopted and should be struck out. And you could appeal the ruling if it goes against you.

If that doesn't work, then you can move to amend the bylaws (following requirements for notice, etc). 

So would this occur (point of order) at the annual meeting, or before that?

[Gary Novosielski]

A point of order can only be raised at a meeting.  What did you have in mind for "before that"?

[Guest Mario]

On 4/11/2024 at 3:57 PM, Gary Novosielski said:

A point of order can only be raised at a meeting.  What did you have in mind for "before that"?

Maybe to notify them that this sentence was improperly added via e-mail?

A point of order requires no notice in advance, right? You can say that whenever, and does not need to be seconded, right?

Repeatedly, I've already asked when this sentence was added and haven't gotten an answer, have asked to be put in contact with someone else because this person isn't being helpful or answering questions. Maybe the new person will be more helpful about this sentence 

[Josh Martin]

On 4/12/2024 at 8:07 AM, Guest Mario said:

Maybe to notify them that this sentence was improperly added via e-mail?

Certainly you are free to notify them, and that seems like a good idea, but a formal Point of Order cannot be raised until a meeting.

On 4/12/2024 at 8:07 AM, Guest Mario said:

A point of order requires no notice in advance, right? You can say that whenever, and does not need to be seconded, right?

I think the answer is generally "yes" to both questions, although I would add the following caveats with respect to the statement that a Point of Order can be raised "whenever."

"The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late. If a member is unsure of his point or wishes to hear what the maker has to say on behalf of the motion before pressing a point of order, he may, with the chair's sufferance, “reserve a point of order” against the motion; but after the maker has spoken, he must insist upon his point of order or withdraw it. Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see 45:9)." RONR (12th ed.) 23:5

"Is in order when another has the floor, even interrupting a person speaking or reading a report if the point genuinely requires attention at such a time (see Timeliness Requirement for a Point of Order, 23:5)." RONR (12th ed.) 23:2, emphasis added

As I understand the facts presented here, what is alleged is that a sentence was improperly added to the bylaws, without following the amendment process in the bylaws. I think this is a continuing breach, and therefore I think a Point of Order can still be raised regarding this matter. Generally, however, I'm doubtful that such a Point of Order will require interrupting a person who has the floor (let alone a person who is currently speaking).

[Guest Mario]

On 4/12/2024 at 11:40 AM, Josh Martin said:

Certainly you are free to notify them, and that seems like a good idea, but a formal Point of Order cannot be raised until a meeting.

I think the answer is generally "yes" to both questions, although I would add the following caveats with respect to the statement that a Point of Order can be raised "whenever."

"The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late. If a member is unsure of his point or wishes to hear what the maker has to say on behalf of the motion before pressing a point of order, he may, with the chair's sufferance, “reserve a point of order” against the motion; but after the maker has spoken, he must insist upon his point of order or withdraw it. Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see 45:9)." RONR (12th ed.) 23:5

"Is in order when another has the floor, even interrupting a person speaking or reading a report if the point genuinely requires attention at such a time (see Timeliness Requirement for a Point of Order, 23:5)." RONR (12th ed.) 23:2, emphasis added

As I understand the facts presented here, what is alleged is that a sentence was improperly added to the bylaws, without following the amendment process in the bylaws. I think this is a continuing breach, and therefore I think a Point of Order can still be raised regarding this matter. Generally, however, I'm doubtful that such a Point of Order will require interrupting a person who has the floor (let alone a person who is currently speaking).

Thank you for your help.

If I have pointed out that this sentence was not in the previous bylaw document, nor in the proposed (amended) bylaw document (that was sent to members before the annual meeting) and now it is in the new one, so I asked how it got there. The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

Now my question is, aren't any discussions and additional amendments included in the meeting minutes? Because in the minutes, all it says is carried, there is no mention of more amendments to the proposed document. 

Or if there was lengthy discussions which lead to more amendments, does that mean it is not included in the minutes? I don't know how this works.

I'm asking because how can members know if any changes were done to bylaw documents if they're not pointed out? The proposed document had any amendments as highlighted words or sentences to show they're new, and strikeouts of words or sentences. So it is easy to see where proposed changes were. If it weren't for that, you'd only know of changes if you compare word for word the old and new documents, which would take lots of time!

 

[Joshua Katz]

On 4/13/2024 at 11:27 AM, Guest Mario said:

If I have pointed out that this sentence was not in the previous bylaw document, nor in the proposed (amended) bylaw document (that was sent to members before the annual meeting) and now it is in the new one, so I asked how it got there. The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

 

Do your bylaws require notice for amendments? Clearly if it was "missed and not included in the proposed documen sent to members" then it lacked notice. As to "some things were mentioned during the discussion . . . and added after" that sounds nonsensical. Unless someone made a motion to amend and it was voted on, you can't just add stuff to the bylaws because someone mentioned it in discussion.