Bylaws Revision and Amendments

[Ada]

A Revision Committee, appointed by our Executive Board, rewrote my organization's Bylaws. A copy of the proposed Revision was emailed to the Units for distribution to their members. The Committee Chairman  has since asked for local units to submit amendments to the Revision in 30 days. The Revision with proposed amendments will be sent to the local Units 45 days prior to convening of the State Convention.  At the Convention the Assembly will vote on the Revision and proposed amendments.  (I am inferring that this process is intended to avoid a lengthy reading/discussion of the Revision at the Convention prior to voting.)

Question 1:  Since the Chairman asked Units to submit amendments prior to the Convention, must each amendment received by the Committee from Units/members, be forwarded, as written, with the Revision back to the units for consideration?  In other words, the Committee could not combine two or more similar amendments nor could they select from those submitted which would be offered for consideration.

Question 2:  Since the Revision with all proposed amendments will have been previously mailed/emailed to the Units (who will then distribute them to their members) does the Revision have to be considered article by article, section by section, paragraph by paragraph prior to being voting on at the Convention?

Our current Bylaws read:

Section 1. Procedure of adoption.  The Bylaws may be amended or restated by any State Convention by a vote of two-thirds (2/3) of the delegates present and voting thereat, provided the proposed amendments shall have been submitted through the State Secretary to the several units and members of the State Executive Committee by mailing and/or electronic mailing same to them at least thirty (30) days prior to the convening of the next State Convention; and provided further that all proposed amendments shall have been read
at such meeting of the Convention.

Section 2. Necessary amendments proposed after distribution or revision as shown in Section 1 may be adopted by two-thirds (2/3) vote of the delegation, provided they have been read at one meeting of the session prior to taking the vote.

Section 3. An amendment or restatement not having been previously read or distributed as required in Section 1 may be adopted by the unanimous vote of the Convention body.

[Ada]

Question 2 should read:  Since the Revision with all proposed amendments will have been previously mailed/emailed to the Units (who will then distribute them to their members) does the Revision have to be read in its entirety at the Convention and considered article by article, section by section, paragraph by paragraph prior to being voting on at the Convention?

For the purpose of this discussion, I would like to offer that the Executive Board did have the authority to appoint the Revision Committee.

Edited February 27, 2024 at 09:12 PM by Ada

[Rob Elsman]

I have to wonder on what basis of authority did the Executive Board appoint this committee. Ordinarily, I would have expected the convention to appoint such a committee.

Edited February 27, 2024 at 09:08 PM by Rob Elsman

[Atul Kapur]

You appear to have edited your post to respond to Mr. Elsman's question.

I have a different question: Where did the chairman get the authority to insist on this step?

On 2/27/2024 at 3:53 PM, Ada said:

The Committee Chairman  has since asked for local units to submit amendments to the Revision in 30 days.

I do not see anything in the provisions you've provided from your bylaws that would indicate that the revision cannot itself be amended by the  convention prior to the revision being adopted.

Sections 2 and 3  appear to refer to new amendments to the bylaws themselves, not to amendments once the proposed amendments/revision are on the floor.

Your question regarding whether the reading of the revision can be omitted: it would require a suspension of this rule in your bylaws. 

On 2/27/2024 at 3:53 PM, Ada said:

and provided further that all proposed amendments shall have been read
at such meeting of the Convention

 

[Ada]

Thank you for your responses.  The points you made and the questions you asked are helpful.

No one has challenged the Chairman's authority to call for amendments prior to the Convention.

I am not a member of the Executive Board or of the Revision Committee.  My concern is that there will be mistakes in the process made, specifically as it relates to amendments, so that members may not  understand exactly what they are voting for (This has happened in the past).  Or that if the correct process is not followed, the Revision will later be challenged and found to be invalid because errors were made.  It is not in the best interest of the organization for either of those to happen.  There are significant changes in the proposed Revision.

 

[Atul Kapur]

On 2/27/2024 at 9:43 PM, Ada said:

members may not  understand exactly what they are voting for (This has happened in the past)

The chair of the meeting should ensure that the members are clear on what is the topic under discussion and what, in particular, is the subject of any vote that is taken. If any member is unclear, they should raise a parliamentary inquiry to be certain before the vote is taken.

You seem to be implying that you are not in favour of the revision being considered in seriatim or article-by-article or section-by-section. However, that is recommended to help avoid confusion; rather than jumping randomly from one area of the revision to another, it is usually less confusing to proceed in order through the revision.

On 2/27/2024 at 9:43 PM, Ada said:

if the correct process is not followed, the Revision will later be challenged and found to be invalid because errors were made

If this is a particular concern, consider hiring a professional parliamentarian to help ensure that proper process is followed.

[Josh Martin]

On 2/27/2024 at 2:53 PM, Ada said:

Question 1:  Since the Chairman asked Units to submit amendments prior to the Convention, must each amendment received by the Committee from Units/members, be forwarded, as written, with the Revision back to the units for consideration?  In other words, the Committee could not combine two or more similar amendments nor could they select from those submitted which would be offered for consideration.

Yes, I think it's correct that nothing you have cited from your bylaws gives the committee authority to revise the amendments, combine similar amendments, or refuse to submit amendments.

I also don't think the chairman has any authority to require subsidiary amendments to the revision to be submitted in advance, nor do I believe anything in your bylaws requires this.

"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. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee." RONR (12th ed.) 57:5

On 2/27/2024 at 2:53 PM, Ada said:

Question 2:  Since the Revision with all proposed amendments will have been previously mailed/emailed to the Units (who will then distribute them to their members) does the Revision have to be considered article by article, section by section, paragraph by paragraph prior to being voting on at the Convention?

It doesn't have to be, but that's generally the best way to consider a revision. The assembly could consider the revision "as a whole" and have the debate and amendments jump all over the place if it prefers, but I don't recommend it.

I would say you don't necessarily go all the way down to the "paragraph by paragraph" level. Article by article is probably fine - maybe section by section as needed for particular articles.

Further amendments from the floor are in order, notwithstanding the chairman's request to the contrary. If the assembly wishes to prohibit further amendments from being offered, that will require a 2/3 vote.

Even to the extent that the assembly does choose to prohibit further amendments from the floor and only consider the presubmitted amendments, it would generally seem to me that considering the revision article by article still seems like a logical order to me, but I suppose the amendments could be considered in some other order if desired. In such a case, of course, you could skip articles where no amendments had been submitted.

On 2/27/2024 at 3:00 PM, Ada said:

Question 2 should read:  Since the Revision with all proposed amendments will have been previously mailed/emailed to the Units (who will then distribute them to their members) does the Revision have to be read in its entirety at the Convention and considered article by article, section by section, paragraph by paragraph prior to being voting on at the Convention?

If the revision has been distributed in advance, the revision need not be read in its entirety unless requested.

On 2/27/2024 at 8:43 PM, Ada said:

No one has challenged the Chairman's authority to call for amendments prior to the Convention.

Well, they should. Because he doesn't have that authority.

On 2/27/2024 at 8:43 PM, Ada said:

I am not a member of the Executive Board or of the Revision Committee.  My concern is that there will be mistakes in the process made, specifically as it relates to amendments, so that members may not  understand exactly what they are voting for (This has happened in the past).  Or that if the correct process is not followed, the Revision will later be challenged and found to be invalid because errors were made.  It is not in the best interest of the organization for either of those to happen.  There are significant changes in the proposed Revision.

Notwithstanding these concerns, the fact remains that neither the Chair, the Executive Board, nor the Revision Committee has the authority to prohibit amendments from being made with less than the notice requested by the chair, or even being made from the floor with no notice at all. Only the assembly could adopt such a rule, and a 2/3 vote is required.

Edited February 28, 2024 at 06:05 PM by Josh Martin