Bylaw amendment submissions

[Peg, MD]

Our current bylaws state:

ARTICLE II - AMENDMENT OF THESE BYLAWS

Section 2. Any proposed amendments and resolutions shall be circulated to all Departments and Chapters at least thirty (30) days prior to Convention, so that the membership will have the opportunity to review all proposed amendments and make recommendations to their respective Convention delegates.

The committee who reviews the submissions usually adds "guidelines" for submissions. 

My original submission far exceeded the guideline deadline. Revisions were needed and made with no mention of a due date to me.

Now I am being told that my work will not be considered as I missed the filing deadline. I believe this to be in error. Comments?

Thanks in advance for your input.

[Joshua Katz]

On 5/19/2024 at 1:06 PM, Peg, MD said:

The committee who reviews the submissions usually adds "guidelines" for submissions. 

 

I don't see anything in here about a committee reviewing them. But I've only seen section 2 of article II. Is this committee discussed somewhere else?

 

[Josh Martin]

On 5/19/2024 at 3:06 PM, Peg, MD said:

Our current bylaws state:

ARTICLE II - AMENDMENT OF THESE BYLAWS

Section 2. Any proposed amendments and resolutions shall be circulated to all Departments and Chapters at least thirty (30) days prior to Convention, so that the membership will have the opportunity to review all proposed amendments and make recommendations to their respective Convention delegates.

The committee who reviews the submissions usually adds "guidelines" for submissions. 

My original submission far exceeded the guideline deadline. Revisions were needed and made with no mention of a due date to me.

Now I am being told that my work will not be considered as I missed the filing deadline. I believe this to be in error. Comments?

To clarify, exactly how far in advance of the convention did you submit your amendments?

[Peg, MD]

This is long and I really appreciate your time.

Here is the full Bylaws Article:

ARTICLE XV XII - AMENDMENTS OF THESE BYLAWS

Section 1. These Bylaws may be amended every three (3) years at the National Convention by a two-thirds (2/3) vote of the eligible voting delegates present and voting.

     An emergency By-law proposal may be submitted in a non-Bylaw proposal year, in the event current governing documents would be in conflict with a change in local, state, or federal laws.

Section 2. Any proposed amendments and resolutions shall be circulated to all Departments/Chapters/Members and, Chapters and Members at least thirty (30) days prior to Convention, so that the membership will have the opportunity to review all proposed amendments and make recommendations to their respective Convention delegates.

     Any member, chapter and/or department submitting proposed amendments and/or resolutions must shall include an “explanation” for the proposed change. or be present at convention or have a representative at convention to speak to the proposal.

Section 3. Amendments passed by the convention body shall be reviewed by the NEB and the Corporation’s legal counsel for conformity and compliance with the Corporation’s Charter and Section 501(c)(3) of the Internal Revenue Code (IRC), as amended. 

Section 4. Amendments to the Governing Documents shall take effect at the close of the National Convention at which they are adopted. With a two-thirds (2/3) vote of the convention body, a specific amendment may take effect immediately

 

The committee's guidelines:

Your comments are due to the Bylaws Committee, via email, no later than midnight, Sunday May 12, 2024.  These proposals will be integrated into the documents referenced above, and will be distributed to all members in June, prior to the National Convention.  Note:  at Convention, there will be no discussion of items that have not been submitted for review as delegates would not have the required 30-day notice of proposed changes.

 Use Microsoft Word * with the following format for suggested changes:

1.  Identify the document by name, page number, article number, section number

2.  Indicate deletions with red strikethrough

3.  Indicate changes or new proposals in Blue Bold 

4.  Include the reason for the proposed change (new proposal, contradicts a higher-level document, etc.)

5.  Include your name, chapter and email address (you must be a member in good standing to submit any proposals)

* Other word processing programs may not maintain formatting, etc. when used to cut and paste into the documents for presentation prior to Convention

NOTE:  Please do not submit housekeeping items (grammar, punctuation, spacing; there will be forms at Convention for submitting those changes to the Recording Secretary after all Governing Documents have been approved)

 

My original proposed amendment submission was 19 APR 2024, which was a complete revision of all our governing docs. It was not accepted because it didn't fit their guidelines and it did not come from the committee as per RRO (my bad!).

My first revised submission was 21 APR 2024 and contained a complete new document (Code of Ethics for a Code of Conduct) and a revised one (Bylaws). Again I was told my submission didn't fit the guidelines as stated above and that one document (Leadership Handbook), since not currently considered a governing document, was rejected out of hand.

My second revised submission was 09 MAY 2024 and followed the guidelines to the letter, I thought. This is a sample submission.

CURRENT: BSMoA, INC. CODE OF CONDUCT, page 9, ARTICLE XI - EMBLEMS

Section 1. The Official Pin of the organization shall be a five-pointed blue star in the center of a white circle bound in red with the words, “Blue Star Mother”.

Section 2. The Official Flag shall be a white flag with the official logo on a blue star under the words: “Blue Star Mothers of America, Inc.”. Gold fringe shall surround the National Flag. Blue fringe shall surround Department and Chapter Flags.

Section 3. The Official Window Banner shall be a white rectangle bordered in red with a blue star in the middle for each child as defined in the Corporation’s Constitution.

Section 4. The official flower shall be the Blue Painted Daisy.

PROPOSED: BSMoA, Inc. Bylaws, ARTICLE VI - EMBLEMS

1. The official emblem of the corporation shall be a five-pointed blue star in the center of a white field bound in red, with the words “Blue Star Mothers” thereon.

       B. The official flower of the corporation shall be the Blue Painted Daisy.

       C. The Official Flag of the corporation shall be a white flag with a blue star over the words: Blue Star Mothers of America, Inc.

           1.    Gold fringe shall surround the National Flag

           2.    Blue fringe shall surround Department and Chapter Flags^.

4. The Official Blue Star Banner shall be as defined in 36 USC § 181.
5. Corporate Logo. It is the responsibility of the National Executive Board to assure that the logo is being used in a manner that safeguards the integrity of the corporation.

     Please refer to the Leadership section contained herein for procedure to obtain logo use permission.

REASON: Items A and B are from the 1970 National Bylaws. This article was incorrectly transferred to the Code of Conduct in 2008.

Submitted by: 

I believe that the committee was confused by my use of different documents to make one document (Bylaws). This was also declined.

 

My final revised submission of the same proposal was 14 MAY 2024 and again followed the guidelines:

PROPOSED NEW BYLAWS ARTICLE XVII- EMBLEMS 

1. The official emblem of the corporation shall be a five-pointed blue star in the center of a white field bound in red, with the words “Blue Star Mothers” thereon.
2. The official flower of the corporation shall be the Blue Painted Daisy.
3. The Official Flag of the corporation shall be a white flag with a blue star over the words: Blue Star Mothers of America, Inc.

             1.   Gold fringe shall surround the National Flag

             2.   Blue fringe shall surround Department and Chapter Flags^.

       D. The Official Blue Star Banner shall be as defined in 36 USC § 181.

5. Corporate Logo. It is the responsibility of the National Executive Board to assure that the logo is being used in a manner that safeguards the integrity of the corporation.

     Please refer to the Leadership section contained herein for procedure to obtain logo use permission.

REASON: Items A and B are from the 1970 National Bylaws. This article was incorrectly transferred to the Code of Conduct in 2008.

Submitted by: 

This submission was not acknowledged 13 MAY 2024.

Again, thanks for you time and comments!

[Joshua Katz]

On 5/19/2024 at 7:22 PM, Peg, MD said:

The committee's guidelines:

Your comments are due to the Bylaws Committee, via email, no later than midnight, Sunday May 12, 2024.  These proposals will be integrated into the documents referenced above, and will be distributed to all members in June, prior to the National Convention.  Note:  at Convention, there will be no discussion of items that have not been submitted for review as delegates would not have the required 30-day notice of proposed changes.

 

Well, that's interesting, but what interests me is that nothing in the bylaws says there's a bylaws committee with the power to prevent a properly-noticed bylaw from getting to the floor. So they seem to me to have issued "guidelines" claiming a power they have no right to.

On 5/19/2024 at 7:22 PM, Peg, MD said:

My original proposed amendment submission was 19 APR 2024, which was a complete revision of all our governing docs. It was not accepted because it didn't fit their guidelines and it did not come from the committee as per RRO (my bad!).

 

Nothing in RONR says bylaw proposals have to come from a committee.

On 5/19/2024 at 7:22 PM, Peg, MD said:

NOTE:  Please do not submit housekeeping items (grammar, punctuation, spacing; there will be forms at Convention for submitting those changes to the Recording Secretary after all Governing Documents have been approved)

 

I don't know where they get this power, either.

[Peg, MD]

All Committee Chair job descriptions were transferred to the non-governing document Leadership Handbook in a purge years ago. I have been trying since 2006 to get our docs corrected, hence the revisions I submitted that were rejected.

So do I go back to them with "no committee per the bylaws, so no power".  Is the an RRO I can reference?

How about Section 50 - Committees?!

I believe that I should refer the committee chair to this section and see what we can work out.

Edited May 20, 2024 at 03:11 AM by Peg, MD

[Richard Brown]

On 5/19/2024 at 9:40 PM, Joshua Katz said:

Nothing in RONR says bylaw proposals have to come from a committee.

Well, that used to be the case but I believe that was changed with the 12th edition when it comes to bylaw revisions. Section 57:5 provides in part as follows:  

“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.“

[Atul Kapur]

Look particularly at 50:8 & 50:9 (pay special attention to the second bullet of 50:8, which appears to describe this committee).

However, note that if the amendments don't go out to the membership in time, it appears that they cannot be considered at the convention. 

[Peg, MD]

On 5/19/2024 at 11:37 PM, Richard Brown said:

Well, that used to be the case but I believe that was changed with the 12th edition when it comes to bylaw revisions. Section 57:5 provides in part as follows:  

“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.“

I agree, but unfortunately I overlooked that when doing my research.

[Peg, MD]

On 5/19/2024 at 11:40 PM, Atul Kapur said:

Look particularly at 50:8 & 50:9 (pay special attention to the second bullet of 50:8, which appears to describe this committee).

However, note that if the amendments don't go out to the membership in time, it appears that they cannot be considered at the convention. 

The bylaws state a 30 day notice and the convention does not convene until 29 JUL 2024.

[Dan Honemann]

On 5/19/2024 at 10:40 PM, Joshua Katz said:

Nothing in RONR says bylaw proposals have to come from a committee.

 

On 5/19/2024 at 11:37 PM, Richard Brown said:

Well, that used to be the case but I believe that was changed with the 12th edition when it comes to bylaw revisions. Section 57:5 provides in part as follows:  

“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.“

Without knowing if this is relevant (I haven't read anything preceding these posts), I want to point out that nothing in RONR prohibits a member from moving to substitute a new set of bylaws for the existing bylaws.  See 57:5n2.

[Joshua Katz]

On 5/19/2024 at 8:37 PM, Richard Brown said:

Well, that used to be the case but I believe that was changed with the 12th edition when it comes to bylaw revisions. Section 57:5 provides in part as follows:  

 

Fair enough. Here, the OP submitted three amendments. The bylaws permit members to bring amendments as long as they follow a certain notice process. But a committee not mentioned in the bylaws purports to set "guidelines" prohibiting certain amendments from coming to the floor.

[Joshua Katz]

On 5/19/2024 at 7:54 PM, Peg, MD said:

I believe that I should refer the committee chair to this section and see what we can work out.

In my opinion, there's no need to work anything out with the chair of a committee that has no power. Assuming you've given notice as in the bylaws, just make your motion. They'll freak out, you'll ask where the bylaws say they have such power, and the assembly will interpret the bylaws.

[Peg, MD]

Unfortunately there is a 30 day notification clause in the current bylaws which would preclude anything being presented at this year's convention for discussion/action. Our governing docs can only be reviewed every 3 years according to our bylaws, which would push this discussion out to 2027.

I'm going to try email communication one more time (I like a paper trail).

If the current committee refuses to submit proposals that they deem unacceptable to the convention body, I believe that my last option might be to file a grievance to have my submissions, and any others that the committee refused, allowed.

[Joshua Katz]

On 5/19/2024 at 8:54 PM, Peg, MD said:

The bylaws state a 30 day notice and the convention does not convene until 29 JUL 2024.

 

On 5/20/2024 at 6:47 AM, Peg, MD said:

Unfortunately there is a 30 day notification clause in the current bylaws which would preclude anything being presented at this year's convention for discussion/action. Our governing docs can only be reviewed every 3 years according to our bylaws, which would push this discussion out to 2027.

 

Why? You have plenty of time.

[Josh Martin]

On 5/20/2024 at 8:53 AM, Joshua Katz said:

Why? You have plenty of time.

I don't believe the OP is saying that it is already too late to provide notice, but the OP believes the committee will continue to refuse to provide notice.

It occurs to me that the OP might wish to reach out to the Secretary, who is the person who actually has the duty of providing notice, and see if the Secretary also intends to refuse to comply with the bylaws.

On 5/20/2024 at 8:47 AM, Peg, MD said:

If the current committee refuses to submit proposals that they deem unacceptable to the convention body, I believe that my last option might be to file a grievance to have my submissions, and any others that the committee refused, allowed.

I don't know what this means, as it appears to relate to something in your organization's rules, but I assume it means something to you.

[Peg, MD]

Mr. Martin - you are correct on both statements.

[Joshua Katz]

On 5/20/2024 at 10:24 AM, Josh Martin said:

I don't believe the OP is saying that it is already too late to provide notice, but the OP believes the committee will continue to refuse to provide notice.

 

 

On 5/19/2024 at 1:06 PM, Peg, MD said:

Section 2. Any proposed amendments and resolutions shall be circulated to all Departments and Chapters at least thirty (30) days prior to Convention, so that the membership will have the opportunity to review all proposed amendments and make recommendations to their respective Convention delegates.

 

The bylaws use the passive voice. But they certainly don't restrict this function to the committee, since they don't mention the committee at all. It seems to me that anyone can give that notice, including OP. Then OP can move the acceptance of the amendments at the convention, at which point someone will raise a point of order, and, if necessary, OP will appeal, and argue in debate that the bylaws breathe nary a word about this committee that purports to stand between the assembly and a properly-noticed motion.

[Josh Martin]

On 5/20/2024 at 8:21 PM, Joshua Katz said:

The bylaws use the passive voice. But they certainly don't restrict this function to the committee, since they don't mention the committee at all. It seems to me that anyone can give that notice, including OP. Then OP can move the acceptance of the amendments at the convention, at which point someone will raise a point of order, and, if necessary, OP will appeal, and argue in debate that the bylaws breathe nary a word about this committee that purports to stand between the assembly and a properly-noticed motion.

I think it is somewhat debatable whether "anyone can give that notice, including OP." RONR gives the duty of providing notices to the Secretary, and it may well be the bylaws do so as well.

With that said, to the extent the OP has contact information for every member of the society and is able to provide notice, and is unable to get the Secretary or any other person who officially represent the society to provide notice, I agree that the strategy you suggest is at least worth a try.

[Al Dunbar]

On 5/20/2024 at 5:00 AM, Dan Honemann said:

 

Without knowing if this is relevant (I haven't read anything preceding these posts), I want to point out that nothing in RONR prohibits a member from moving to substitute a new set of bylaws for the existing bylaws.  See 57:5n2.

A member making such a motion at the meeting without the required advance notice should expect it to either be ruled out of order or tragically lost in the vote. Members should have the right to know and understand the bylaws they are being asked to vote for.

 

[Dan Honemann]

On 5/20/2024 at 7:00 AM, Dan Honemann said:

 

Without knowing if this is relevant (I haven't read anything preceding these posts), I want to point out that nothing in RONR prohibits a member from moving to substitute a new set of bylaws for the existing bylaws.  See 57:5n2.

 

On 5/23/2024 at 12:11 AM, Al Dunbar said:

A member making such a motion at the meeting without the required advance notice should expect it to either be ruled out of order or tragically lost in the vote. Members should have the right to know and understand the bylaws they are being asked to vote for.

 

Yes, of course any previous notice requirement must be complied with.  My post was in response to one which could be taken to mean that any motion to substitute a new set of bylaws for the existing bylaws must come from a committee.

[Peg, MD]

Gentlemen - Thank you so much for your replies! Unfortunately, my submissions will not be moving forward to the Convention Body. I will deal with that through the proper channels.

Mr. Honemann - I also live in Timonium. If you have time one day, I would love to talk more about getting our corporate bylaws in order.

Have a god weekend, everyone!