By-Laws Revision

[Frank H]

Our coop is making extensive changes to our By-Laws.  We are putting a 'revision' document before the members.  The members have been given notice and have received the proposed revision document.  We understand the Robert's Rules procedure at the annual meeting for handling member amendments to the revision, and then voting on the document as a whole. However, we are unclear as to what voting rules apply to this final vote - majority, 2/3rds present and voting?

Both our current By-Laws and the Revision provide for majority vote on general amendments to the By-Laws, except for a number of 'special provisions' dealing with borrowing, fees, assessments etc. which require 2/3rds.

We hope, of course, to get 2/3rds approval.  But, does Robert's Rules consider majority approval (notice having been given) as appropriate for a By-Laws revision?

Thanks for your help

 

[Josh Martin]

On 9/23/2024 at 10:02 AM, Frank H said:

Our coop is making extensive changes to our By-Laws.  We are putting a 'revision' document before the members.  The members have been given notice and have received the proposed revision document.  We understand the Robert's Rules procedure at the annual meeting for handling member amendments to the revision, and then voting on the document as a whole. However, we are unclear as to what voting rules apply to this final vote - majority, 2/3rds present and voting?

Both our current By-Laws and the Revision provide for majority vote on general amendments to the By-Laws, except for a number of 'special provisions' dealing with borrowing, fees, assessments etc. which require 2/3rds.

We hope, of course, to get 2/3rds approval.  But, does Robert's Rules consider majority approval (notice having been given) as appropriate for a By-Laws revision?

What Robert's Rules provides on this matter is irrelevant, because your bylaws have their own rules on the subject of amending the bylaws, and your rules take precedence. We are told these rules "provide for majority vote on general amendments to the By-Laws, except for a number of 'special provisions' dealing with borrowing, fees, assessments etc. which require 2/3rds".

It would be helpful if I could see the exact text of this rule. Based upon this paraphrase, however, it would seem to me that the final vote on the revision will require a majority vote of those present and voting, unless the revision includes amendments relating to one or more of the "'special provisions' dealing with borrowing, fees, assessments etc.", in which event the final vote on the revision will require a 2/3 vote of those present and voting.

(For what it is worth, the requirements in RONR for amending the bylaws when the bylaws are silent on this subject are:

• Previous notice and a 2/3 vote, or
• A vote of a majority of the entire membership

These rules are the same for a revision. Again, however, the rules in your bylaws take precedence.)

Edited September 23, 2024 at 03:19 PM by Josh Martin

[Frank H]

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes. Felt we were operating ( Robert's Section 57)   "as if the society were adopting bylaws for the first time" with the existing bylaws not being on the table at all.

Does Robert's speak to the vote regime necessary to establish bylaws in the first place?

I imagine this sort of 'general revision' where we are adding new provisions, striking out-of-date provisions, changing current provisions (including some special provisions), and making many changes in text for reasons of clarity happens quite often - yet I cannot find where Robert's addresses the subject. 

We intend to open the Revision for amendments seriatim - with majority approval on all amendment changes except for the special provisions (2/3).  But then, once the Revision is perfected by the members, we need to vote on the document as a whole.  And there the rub.  Does Robert's anywhere discuss that vote

Thanks

 

 

 

[Atul Kapur]

On 9/23/2024 at 11:13 PM, Frank H said:

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes

The same vote requirement applies to an amendment or a revision of existing bylaws. After all, a revision is just a large number of amendments.

On 9/23/2024 at 11:13 PM, Frank H said:

Felt we were operating ( Robert's Section 57)   "as if the society were adopting bylaws for the first time" with the existing bylaws not being on the table at all

This does not apply to the vote required. It applies to the  amendments that may be in order to the revision and to the fact that the current bylaws are not open to individual amendment during the consideration of the revision.

On 9/23/2024 at 11:13 PM, Frank H said:

I imagine this sort of 'general revision' where we are adding new provisions, striking out-of-date provisions, changing current provisions (including some special provisions), and making many changes in text for reasons of clarity happens quite often - yet I cannot find where Robert's addresses the subject

It addresses it at 57:5, the same place where you found the phrase that you quoted earlier. "Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws"

As @Josh Martin has advised you, the final vote will require a ⅔ vote if it affects any of the areas that require a ⅔ vote, as it appears that this revision will do.

[Dan Honemann]

On 9/23/2024 at 11:13 PM, Frank H said:

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes

A general revision of the bylaws constitutes an amendment of the bylaws, and all the rules in Section 57 of RONR, 12th ed., (57:1-19) apply to it, particularly (57:5), as well as the rules in Section 35 (35-12) relating to amending something previously adopted.

[Josh Martin]

On 9/23/2024 at 10:13 PM, Frank H said:

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes.

Yes, I understand. A revision is a type of amendment.

While certain procedures for consideration of a revision are different, the rules applying generally to amendments are equally applicable to revisions.

On 9/23/2024 at 10:13 PM, Frank H said:

Felt we were operating ( Robert's Section 57)   "as if the society were adopting bylaws for the first time" with the existing bylaws not being on the table at all.

You are, but what RONR says in this matter applies only to the procedure of adopting the bylaws, and has nothing whatsoever to do with the vote required for their adoption. When an assembly is considering a revision, the vote required for adoption is the same as any any other amendment.

I think what RONR means on this subject is more clear if the phrase above is viewed in the context of the sentences where it is found.

"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." RONR (12th ed.) 57:5

It seems quite clear that the the text in question is referring to the fact that "scope of notice" is not applicable to an amendment - not that this has anything to do with the vote required.

On 9/23/2024 at 10:13 PM, Frank H said:

Does Robert's speak to the vote regime necessary to establish bylaws in the first place?

It does (a majority vote), but that's irrelevant here. You are not establishing bylaws in the first place. You are amending an existing set of bylaws. Indeed, the text makes clear that the vote for adopting bylaws for the first time is unlike a revision.

"Unlike the case of amending or revising the bylaws of an organization already established (57), the adoption of the bylaws through which a society is brought into being requires only a majority vote." RONR (12th ed.) 54:20

On 9/23/2024 at 10:13 PM, Frank H said:

I imagine this sort of 'general revision' where we are adding new provisions, striking out-of-date provisions, changing current provisions (including some special provisions), and making many changes in text for reasons of clarity happens quite often - yet I cannot find where Robert's addresses the subject. 

We intend to open the Revision for amendments seriatim - with majority approval on all amendment changes except for the special provisions (2/3).  But then, once the Revision is perfected by the members, we need to vote on the document as a whole.  And there the rub.  Does Robert's anywhere discuss that vote

As I have already stated, a revision requires the same vote as any other amendment, because a revision is an amendment.

"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, emphasis added

There are some default provisions for amendments to the bylaws (including revisions), but the rules in your bylaws take precedence.

"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)." RONR (12th ed.) 57:1

We are told that your bylaws provide that amendments require "majority vote on general amendments to the By-Laws, except for a number of 'special provisions' dealing with borrowing, fees, assessments etc. which require 2/3rds."

It continues to be my view that a revision will require a majority vote, unless it contains amendments to one or more of the special provisions, in which event adoption of the revision will require a 2/3 vote. (Although it would again help if I could see the exact wording of this rule.)

Since your organization has this rule, it may be prudent, if it is believed to be uncertain whether a two-thirds vote can be achieved, to develop a revision which contains none of the changes to special provisions, so that a majority vote is sufficient for adoption, and to then handle the changes to the special provisions separately. But if the revision contains both changes which require a majority vote and changes which require a 2/3 vote, then the revision will require a 2/3 vote for adoption.

By the way, amendments to the revision are not amendments to the bylaws. They are an amendment to the proposed amendment, and are governed by the rules for subsidiary amendments, not by the rules for amending the bylaws. Amendments to the revision (as opposed to the final vote on the revision) will require only a majority vote for amendment. "While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose." RONR (12th ed.) 57:10

Edited September 24, 2024 at 12:51 PM by Josh Martin

[Gary Novosielski]

On 9/23/2024 at 11:13 PM, Frank H said:

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes. Felt we were operating ( Robert's Section 57)   "as if the society were adopting bylaws for the first time" with the existing bylaws not being on the table at all.

Does Robert's speak to the vote regime necessary to establish bylaws in the first place?

I imagine this sort of 'general revision' where we are adding new provisions, striking out-of-date provisions, changing current provisions (including some special provisions), and making many changes in text for reasons of clarity happens quite often - yet I cannot find where Robert's addresses the subject. 

We intend to open the Revision for amendments seriatim - with majority approval on all amendment changes except for the special provisions (2/3).  But then, once the Revision is perfected by the members, we need to vote on the document as a whole.  And there the rub.  Does Robert's anywhere discuss that vote

Thanks

 

 

 

Yes it does. 

That vote is the same as the current requirement in your bylaws for their own amendment.  Your quote from §57 is artfully edited to change its meaning.  What it says is that a revision is open to amendment "as fully" as if it were a newly adopted document.  That means there is no restriction on which portions of the language may be changed, i.e. no scope of notice restrictions.  But it does not authorize the adoption of the final language by a majority vote, because a revision is not a newly adopted document.  It just one form of amendment, and so, but for that one exemption to the scope of notice requirement, is subject to all the rules that apply to bylaws amendments.

Edited September 24, 2024 at 02:27 PM by Gary Novosielski
spelling

[Richard Brown]

On 9/24/2024 at 7:47 AM, Josh Martin said:

Since your organization has this rule, it may be prudent, if it is believed to be uncertain whether a two-thirds vote can be achieved, to develop a revision which contains none of the changes to special provisions, so that a majority vote is sufficient for adoption, and to then handle the changes to the special provisions separately. 

Just to be sure that @Frank H understands, doing that will then require that those specific amendments be adopted by a 2/3 vote or the vote of a majority of the entire membership unless the newly adopted bylaws provide otherwise. 

[Atul Kapur]

On 9/24/2024 at 10:27 AM, Richard Brown said:

or the vote of a majority of the entire membership

@Frank H has given us no indication that this threshold  appears in their bylaws regarding their amendment, so I'm surprised to see that you included it as an alternative.

[Richard Brown]

On 9/24/2024 at 9:32 AM, Atul Kapur said:

@Frank H has given us no indication that this threshold  appears in their bylaws regarding their amendment, so I'm surprised to see that you included it as an alternative.

You left out the last part of my sentence which said “unless the newly adopted bylaws provide otherwise“.  I don’t recall that he has told us what amendment provisions are in the proposed bylaws revision, but those provisions are the ones that will control once the revision is adopted.

[Frank H]

I did not understand that a 'revision' is, in actuality, an 'amendment'.  The argument that a 2/3rd vote is required to adopt a 'general revision'  if that revision contains one or more changes to the 'special provisions' (2/3) in the original is persuasive.  It would not be logical/fair, as an example,  to allow  the current 2/3 provisions to be changed (perhaps to majority vote) by  a majority vote.

We will go with 2/3rds on this.  Thanks for helping me get my head around this.

I wonder if this might be a subject for clarification in Edition 13?

 

[Dan Honemann]

On 9/24/2024 at 11:43 AM, Frank H said:

I did not understand that a 'revision' is, in actuality, an 'amendment'.  The argument that a 2/3rd vote is required to adopt a 'general revision'  if that revision contains one or more changes to the 'special provisions' (2/3) in the original is persuasive.  It would not be logical/fair, as an example,  to allow  the current 2/3 provisions to be changed (perhaps to majority vote) by  a majority vote.

We will go with 2/3rds on this.  Thanks for helping me get my head around this.

I wonder if this might be a subject for clarification in Edition 13?

 

If you look back at the first response you received you will see that Mr. Martin fully answered your question very well.  The problem, as it turned out, was your notion that a revision of the bylaws is not an amendment of the bylaws.  I see nothing at all in RONR which would give you this impression, and a great deal which clearly indicates otherwise. 

[Gary Novosielski]

 

On 9/24/2024 at 10:27 AM, Richard Brown said:

Just to be sure that @Frank H understands, doing that will then require that those specific amendments be adopted by a 2/3 vote or the vote of a majority of the entire membership unless the newly adopted bylaws provide otherwise. 

Why would it not be the old bylaws that set the threshold for the adoption of these new amendments?  Or am I confused?  Well, I mean I am confused, but I don't know if it's enough to misunderstand this point. 🤪

[Atul Kapur]

On 9/24/2024 at 10:44 AM, Richard Brown said:

You left out the last part of my sentence which said “unless the newly adopted bylaws provide otherwise“.  I don’t recall that he has told us what amendment provisions are in the proposed bylaws revision, but those provisions are the ones that will control once the revision is adopted.

Isn't it what the current bylaws provide that determines the vote required to adopt the revision, rather than what the revision proposes?

 

[Richard Brown]

On 9/24/2024 at 1:29 PM, Gary Novosielski said:

 

Why would it not be the old bylaws that set the threshold for the adoption of these new amendments?  Or am I confused?  Well, I mean I am confused, but I don't know if it's enough to misunderstand this point. 🤪

My comment is regarding Mr. Martin’s suggestion that the revised bylaws not make any changes to those provisions in the current bylaws which require a 2/3 vote for amendment, but that those amendments be dealt with separately after the revision has been adopted (by a majority vote).  

However, at that point, it would be the amendment provisions in the new bylaws  that would become controlling. I mentioned the default provision in RONR just on the off chance that the new bylaws do not contain an amendment provision. The new bylaws most likely do contain amendment provisions, but we do not know what they are. They may or may not be the same as the current bylaws.

[Richard Brown]

On 9/24/2024 at 2:44 PM, Atul Kapur said:

Isn't it what the current bylaws provide that determines the vote required to adopt the revision, rather than what the revision proposes?

 

Yes, but that is not what I am referring to. The current bylaws apparently provide that they can be amended by a majority vote, except for certain specified provisions. @Josh Martin suggested that those provisions not be changed so as to permit the revision to be adopted by majority vote rather than than a 2/3 vote and then deal with the other provisions after the revised bylaws are adopted if there is a desire by some members to change them.

Did I misunderstand Mr.Martin’s suggestion?

Edited September 24, 2024 at 07:57 PM by Richard Brown
Tagged Josh Martin

[Richard Brown]

On 9/24/2024 at 7:47 AM, Josh Martin said:

Since your organization has this rule, it may be prudent, if it is believed to be uncertain whether a two-thirds vote can be achieved, to develop a revision which contains none of the changes to special provisions, so that a majority vote is sufficient for adoption, and to then handle the changes to the special provisions separately. But if the revision contains both changes which require a majority vote and changes which require a 2/3 vote, then the revision will require a 2/3 vote for adoption.

@Atul Kapur and @Gary Novosielski the above suggestion by @Josh Martin is what I was referring to. 

[Josh Martin]

On 9/24/2024 at 2:54 PM, Richard Brown said:

Yes, but that is not what I am referring to. The current bylaws apparently provide that they can be amended by a majority vote, except for certain specified provisions. @Josh Martin suggested that those provisions not be changed so as to permit the revision to be adopted by majority vote rather than than a 2/3 vote and then deal with the other provisions after the revised bylaws are adopted if there is a desire by some members to change them.

Did I misunderstand Mr.Martin’s suggestion?

No, you understand me correctly.

I honestly had not contemplated the possibility that the organization would be amending the rules pertaining to amending the bylaws themselves. But if the organization in fact does so, it is correct that any amendments considered after that time would be governed by the new rules on that subject.

I may have gotten us into the weeds unnecessarily, as I believe I misunderstood the reason for the OP's line of questioning - it appears the OP was simply seeking clarity, and does not have concerns relating to the ability to obtain a 2/3 vote for the revision.

Edited September 24, 2024 at 08:19 PM by Josh Martin

[Shmuel Gerber]

On 9/23/2024 at 11:02 AM, Frank H said:

Our coop is making extensive changes to our By-Laws.

 

On 9/24/2024 at 1:18 PM, Dan Honemann said:

If you look back at the first response you received you will see that Mr. Martin fully answered your question very well.

Yes, it has. At this point the best remaining suggestion I have on offer is to take that hyphen out of "by-laws" and insert it into "coop". 🙂

[Gary Novosielski]

To distinguish it from a chicken coop, I like to use the form coöp.

[Frank H]

You do not understand.  We are a coop.  I just happen to be the only chicken here who can type.  Although I must use the hunt and peck method.

 

[Gary Novosielski]

On 9/25/2024 at 2:53 PM, Frank H said:

You do not understand.  We are a coop.  I just happen to be the only chicken here who can type.  Although I must use the hunt and peck method.

 

I should think so!  But you're doing an egg-cellent job.

[Shmuel Gerber]

On 9/25/2024 at 2:53 PM, Frank H said:

You do not understand.  We are a coop.  I just happen to be the only chicken here who can type.  Although I must use the hunt and peck method.

😀

[Atul Kapur]

On 9/25/2024 at 2:53 PM, Frank H said:

You do not understand.  We are a coop.  I just happen to be the only chicken here who can type.  Although I must use the hunt and peck method.

 

🤣