Substitution of new bylaws in a society without a notice requirement for bylaw amendments

[Mitchell]

Looking at section 57, paragraphs 1, 3–5, and 11–12, of RONR (12th ed.), it appears that one can make a motion to substitute an entirely new set of bylaws without it constituting a general revision. However, unlike in the case of a revision (that has been duly authorized and notice for which has been given), amendments to such a motion would not be exempt from the requirement that they remain within a given scope.

What I am wondering, though, is how this applies to societies that do not heed RONR's guidance that the bylaws ought to include a notice requirement for bylaw amendments. (Instead, the bylaws simply require that bylaw amendments be adopted by a two-thirds vote.) Assuming that a general revision of the bylaws has not been authorized by the society or its board:

• Are there any limitations on amendments that can be offered to a motion to substitute a new set of bylaws? Am I right to assume that they don't have to stay within a particular scope? And is it possible that the germaneness requirement could limit the kind of amendments offered?
• Functionally, is there any difference between the consideration of a general revision of the bylaws and a motion to substitute a new set of bylaws in this society?

__________

The relevant passages (or at least the passages that stood out to me as relevant) are quoted below:

§57. AMENDMENT OF BYLAWS

57:1 A motion to amend the bylaws is a particular case of the motion to Amend Something Previously Adopted (35); it is therefore a main motion, and it is subject to the same rules as other main motions with the following exceptions:

1) Special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected (see 56:50–56).

2) Permissible primary and secondary amendment of the motion to amend the bylaws is usually limited by the extent of change for which notice was given, as explained below.

[…]

Method of Handling Bylaw Amendments

[…]

57:3 Isolated Changes. If only an isolated change is to be made in the bylaws, it can be treated as any motion to Amend Something Previously Adopted (35), subject to the particular rules indicated immediately above. […]

57:4 Sometimes a more extensive change is proposed involving the substitution of an entire section, group of sections, or article. In such a case, often only a few separated passages are actually involved in the changes, and they are offered in the form of a single proposed substitute in order to avoid time-consuming separate action on each change. The text of the substitute should then be given with the notice of proposed amendment, or the notice should delineate each of the actual changes, and only changes within the scope of those contained in the substitute can be considered. Portions of the substitute which remain as in the existing version cannot be amended, since they involve areas for which no notice of proposed change was given.

57:5 General revisions. 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. […] 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.²

[…]

Amending a Proposed Amendment to the Bylaws

[…]

57:11 If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6)). […]

57:12 The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes. […]

² A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4).

[emphasis added]

Edited May 10, 2024 at 04:34 AM by Mitchell
Formatting

[Dan Honemann]

On 5/10/2024 at 12:32 AM, Mitchell said:

Looking at section 57, paragraphs 1, 3–5, and 11–12, of RONR (12th ed.), it appears that one can make a motion to substitute an entirely new set of bylaws without it constituting a general revision. However, unlike in the case of a revision (that has been duly authorized and notice for which has been given), amendments to such a motion would not be exempt from the requirement that they remain within a given scope.

I think this is essentially correct, although I suppose one might quibble about whether or not a general revision is by definition a general revision no matter by whom proposed.

In 57:5, RONR is telling you that a general revision of the bylaws (a proposal to substitute a completely new set of bylaws for the existing set of bylaws), if submitted by a committee that has been authorized to draft it, will be open to amendment during its consideration without any limitation at all as to the scope of the previous notice given.  Its footnote 2 is telling you that if such a proposal to substitute a new set of bylaws for the existing set of bylaws is submitted by anyone other than a committee authorized to do so, proposed amendments to it will be limited to those that fall within the scope of notice given.

On 5/10/2024 at 12:32 AM, Mitchell said:

What I am wondering, though, is how this applies to societies that do not heed RONR's guidance that the bylaws ought to include a notice requirement for bylaw amendments. (Instead, the bylaws simply require that bylaw amendments be adopted by a two-thirds vote.) Assuming that a general revision of the bylaws has not been authorized by the society or its board:

• Are there any limitations on amendments that can be offered to a motion to substitute a new set of bylaws? Am I right to assume that they don't have to stay within a particular scope? And is it possible that the germaneness requirement could limit the kind of amendments offered?

If a society's bylaws require no previous notice for bylaw amendments (not a good idea), and provide that they can be adopted by a two-thirds vote, as you have posited, then there can be no such thing as a scope of notice requirement for proposed amendments. The answers to your questions, therefore, in order are: (1) no, (2) yes, and (3) I suppose it's conceivable but highly unlikely.

On 5/10/2024 at 12:32 AM, Mitchell said:

Functionally, is there any difference between the consideration of a general revision of the bylaws and a motion to substitute a new set of bylaws in this society?

No. 

[Mitchell]

On 5/10/2024 at 8:40 AM, Dan Honemann said:

On 5/9/2024 at 11:32 PM, Mitchell said:

Looking at section 57, paragraphs 1, 3–5, and 11–12, of RONR (12th ed.), it appears that one can make a motion to substitute an entirely new set of bylaws without it constituting a general revision. However, unlike in the case of a revision (that has been duly authorized and notice for which has been given), amendments to such a motion would not be exempt from the requirement that they remain within a given scope.

I think this is essentially correct, although I suppose one might quibble about whether or not a general revision is by definition a general revision no matter by whom proposed.

In 57:5, RONR is telling you that a general revision of the bylaws (a proposal to substitute a completely new set of bylaws for the existing set of bylaws), if submitted by a committee that has been authorized to draft it, will be open to amendment during its consideration without any limitation at all as to the scope of the previous notice given.  Its footnote 2 is telling you that if such a proposal to substitute a new set of bylaws for the existing set of bylaws is submitted by anyone other than a committee authorized to do so, proposed amendments to it will be limited to those that fall within the scope of notice given.

That makes sense.

On 5/10/2024 at 8:40 AM, Dan Honemann said:

On 5/9/2024 at 11:32 PM, Mitchell said:

What I am wondering, though, is how this applies to societies that do not heed RONR's guidance that the bylaws ought to include a notice requirement for bylaw amendments. (Instead, the bylaws simply require that bylaw amendments be adopted by a two-thirds vote.) Assuming that a general revision of the bylaws has not been authorized by the society or its board:

• Are there any limitations on amendments that can be offered to a motion to substitute a new set of bylaws? Am I right to assume that they don't have to stay within a particular scope? And is it possible that the germaneness requirement could limit the kind of amendments offered?

If a society's bylaws require no previous notice for bylaw amendments (not a good idea), and provide that they can be adopted by a two-thirds vote, as you have posited, then there can be no such thing as a scope of notice requirement for proposed amendments. The answers to your questions, therefore, in order are: (1) no, (2) yes, and (3) I suppose it's conceivable but highly unlikely.

On 5/9/2024 at 11:32 PM, Mitchell said:

Functionally, is there any difference between the consideration of a general revision of the bylaws and a motion to substitute a new set of bylaws in this society?

No. 

That was what I was guessing was the case, but I appreciate the confirmation. Thank you very much for your help!

[Josh Martin]

On 5/9/2024 at 11:32 PM, Mitchell said:

Looking at section 57, paragraphs 1, 3–5, and 11–12, of RONR (12th ed.), it appears that one can make a motion to substitute an entirely new set of bylaws without it constituting a general revision. However, unlike in the case of a revision (that has been duly authorized and notice for which has been given), amendments to such a motion would not be exempt from the requirement that they remain within a given scope.

Yes, this is all correct.

On 5/9/2024 at 11:32 PM, Mitchell said:

What I am wondering, though, is how this applies to societies that do not heed RONR's guidance that the bylaws ought to include a notice requirement for bylaw amendments.

If the organization's bylaws do not require notice for amendments, then it would seem to me there is no meaningful distinction between a revision and and a substitute. The fact that "scope of notice" applies to one and not the other doesn't mean much if no notice is required. In such cases, it seems to me the rules governing a revision will be applicable in either case.

On 5/9/2024 at 11:32 PM, Mitchell said:

• Are there any limitations on amendments that can be offered to a motion to substitute a new set of bylaws? Am I right to assume that they don't have to stay within a particular scope? And is it possible that the germaneness requirement could limit the kind of amendments offered?

There are no limitations and there is no requirement that they have to stay within a particular scope.

I don't think the germaneness requirement will impose any limits in this case. If the bylaws are being substituted in their entirety with a new set of bylaws, any amendment which relates to the content of the bylaws will be germane.

Supposing you had a situation where a single amendment was offered (rather than a complete substitute), germaneness would be the standard in your society for what amendments to that amendment would be in order, and germaneness is a much laxer standard than scope of notice. If an amendment was not germane, however, the amendment could still be made standing alone as its own main motion, when no business is pending.

On 5/9/2024 at 11:32 PM, Mitchell said:

• Functionally, is there any difference between the consideration of a general revision of the bylaws and a motion to substitute a new set of bylaws in this society?

No.

Edited May 10, 2024 at 10:41 PM by Josh Martin

[Caryn Ann Harlos]

This brought up an interesting question though, let's say in this society, despite there being no notice requirement (and for my example no requirement for the Board to ever appoint a Bylaws committee), what IF the Board DOES appoint a Committee to draft a bylaws revision, would that then be subject to the limitations regarding a revision?  It seems so.

[Dan Honemann]

On 6/27/2024 at 3:18 PM, Caryn Ann Harlos said:

This brought up an interesting question though, let's say in this society, despite there being no notice requirement (and for my example no requirement for the Board to ever appoint a Bylaws committee), what IF the Board DOES appoint a Committee to draft a bylaws revision, would that then be subject to the limitations regarding a revision?  It seems so.

What limitations?

[Caryn Ann Harlos]

LOL I turned myself upside down.  Nevermind!  I will go back to quietly reading.