How to Use 57:19 to Make Formatting Changes in Bylaws?

[Sophie Anne]

I'm in the process of suggesting amendments to our current bylaws and would like clarification on how to use 57:19 to instruct the secretary to make formatting or minor changes or additions.

I understand that it's important to have the membership approve the secretary make these changes whereas, apparently, in the past the secretary could make these changes on their own. The example resolution on p. 567 seems to refer to changes resulting from other amendments which necessitate changes in numbering, etc. but not necessarily additions or deletions of items that have no meaning.

Could we use a similar resolution to add headings to subsections where they currently don't exist? For example: Current "Section 1." becomes "Section 1. Balloting." Or "Section 2." becomes "Section 2. Nominating.", etc. So the secretary just adds headings to make paragraphs better organized and easier to read.

Likewise, could we use a resolution to have the secretary delete items that have no meaning? For example, we have nine references to our national bylaws which aren't necessary, meaningful, or maintained. Examples: "[National Bylaws Article XIII. Section 19 (f)]" or "[National Bylaws Article IV. Section 2 (a)]" which appear at the end of certain paragraphs with no consistency. I'd like to see these deleted, as they have no meaning and no one has been maintaining them if the national bylaws change.

In other words, how do you handle formatting changes and changes to items that have no real meaning or importance?

Thanks.

 

[Dan Honemann]

On 6/11/2024 at 4:30 PM, Sophie Anne said:

I'm in the process of suggesting amendments to our current bylaws and would like clarification on how to use 57:19 to instruct the secretary to make formatting or minor changes or additions.

I understand that it's important to have the membership approve the secretary make these changes whereas, apparently, in the past the secretary could make these changes on their own. The example resolution on p. 567 seems to refer to changes resulting from other amendments which necessitate changes in numbering, etc. but not necessarily additions or deletions of items that have no meaning.

Could we use a similar resolution to add headings to subsections where they currently don't exist? For example: Current "Section 1." becomes "Section 1. Balloting." Or "Section 2." becomes "Section 2. Nominating.", etc. So the secretary just adds headings to make paragraphs better organized and easier to read.

Likewise, could we use a resolution to have the secretary delete items that have no meaning? For example, we have nine references to our national bylaws which aren't necessary, meaningful, or maintained. Examples: "[National Bylaws Article XIII. Section 19 (f)]" or "[National Bylaws Article IV. Section 2 (a)]" which appear at the end of certain paragraphs with no consistency. I'd like to see these deleted, as they have no meaning and no one has been maintaining them if the national bylaws change.

In other words, how do you handle formatting changes and changes to items that have no real meaning or importance?

Thanks.

 

I don't think that making any of the sorts of changes that you mention can be delegated.  

[Sophie Anne]

On 6/11/2024 at 3:17 PM, Dan Honemann said:

I don't think that making any of the sorts of changes that you mention can be delegated.  

So how do you interpret the example of the resolution on page 567 which says, "Resolved, That the secretary be authorized to correct article and section designations, punctuation, and cross-references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Society in connection with...."

Could you please expand on why you don't think the membership could approve a resolution to have the secretary make other changes: "Corrections of article or section numbers of cross-references that cannot result in a change of meaning can be delegated, however, to the secretary..."

"The assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution..."

So what are the limits to this delegation of authority?

[Dan Honemann]

 

57:19 tells us that "Only the assembly can amend captions or headings under the rules applicable to bylaws or other papers if such change could have any effect on meaning, and this authority may not be delegated." 

It seems to me that adding whatever headings one might wish to add to subsections where currently none exist may very easily have an effect on their meaning.  The same is true with respect to deleting such references to your National Bylaws as one might wish to delete.

[Sophie Anne]

On 6/11/2024 at 4:42 PM, Dan Honemann said:

 

57:19 tells us that "Only the assembly can amend captions or headings under the rules applicable to bylaws or other papers if such change could have any effect on meaning, and this authority may not be delegated." 

It seems to me that adding whatever headings one might wish to add to subsections where currently none exist may very easily have an effect on their meaning.  The same is true with respect to deleting such references to your National Bylaws as one might wish to delete.

Thanks. So what motion to amend do you make if you want to add, say, thirty specific headings? I'm just curious how this works in practice. Can it be done in one motion, as in 57:3?

[Dan Honemann]

On 6/11/2024 at 7:03 PM, Sophie Anne said:

Thanks. So what motion to amend do you make if you want to add, say, thirty specific headings? I'm just curious how this works in practice. Can it be done in one motion, as in 57:3?

What you have in mind isn't exactly the sort of change referred to in 57:3, but yes, you can put as many bylaw changes as you want into a single motion.

[Gary Novosielski]

On 6/11/2024 at 4:30 PM, Sophie Anne said:

I'm in the process of suggesting amendments to our current bylaws and would like clarification on how to use 57:19 to instruct the secretary to make formatting or minor changes or additions.

I understand that it's important to have the membership approve the secretary make these changes whereas, apparently, in the past the secretary could make these changes on their own. The example resolution on p. 567 seems to refer to changes resulting from other amendments which necessitate changes in numbering, etc. but not necessarily additions or deletions of items that have no meaning.

Could we use a similar resolution to add headings to subsections where they currently don't exist? For example: Current "Section 1." becomes "Section 1. Balloting." Or "Section 2." becomes "Section 2. Nominating.", etc. So the secretary just adds headings to make paragraphs better organized and easier to read.

Likewise, could we use a resolution to have the secretary delete items that have no meaning? For example, we have nine references to our national bylaws which aren't necessary, meaningful, or maintained. Examples: "[National Bylaws Article XIII. Section 19 (f)]" or "[National Bylaws Article IV. Section 2 (a)]" which appear at the end of certain paragraphs with no consistency. I'd like to see these deleted, as they have no meaning and no one has been maintaining them if the national bylaws change.

In other words, how do you handle formatting changes and changes to items that have no real meaning or importance?

Thanks.

 

Yes, the sample resolution refers to numbering.  The fact that §5 follows §4 is not likely to be open to argument.

But none of the other things can be properly assigned to the secretary to carry out.   Things that have no meaning to you might be important to me.

Even the addition or omission of a single comma can change the meaning substantially.  Consider:

• Let's eat, Grandma!
• Let's eat Grandma!

You could request the secretary to draft a proposed set of amendments, but they would have to be formally adopted according to the rules for amending bylaws.  And it would be wiser to assign the task to a committee of three or four people, rather than have just one, such as the secretary, do it.  Multiple heads in this case are better than one.

[Rob Elsman]

On 6/11/2024 at 6:03 PM, Sophie Anne said:

Thanks. So what motion to amend do you make if you want to add, say, thirty specific headings? I'm just curious how this works in practice. Can it be done in one motion, as in 57:3?

The motion will be an incidental main motion that is a particular kind of the motion, Rescind or Amend Something Previously Adopted.

Were it me, I would craft a resolution with each proposed modification constituting a separate clause. For the sake of clarity, it might be worthwhile to number each of these clauses.