Bylaws Amendments

[DonW]

Our organization is amending it's bylaws and as a board member, I have some concerns.

In a member organization (501-c3) can the following occur?

1. Board alone elects officers at annual meeting

2. Board votes to fill the remaining term of a vacant office

3. Board alone votes to amend bylaws at any board meeting

Thanks

[George Mervosh]

General Robert said there is nothing illegal in the bylaws. (or something quite close to that).

Whether it's wise or "legal" outside of the realm of parliamentary procedure is something we can't tell you.

[Robert B Fish]

While the authority grants to the buoard by the membership are more typical for incorporated organizations, your organization is free to adopt the structure it feels best suits your group. However, remember that every departure from an "assembly controls" organization will affect the organization over the long term ... for better or worse.

When considering such changes, a good bit of advice si to hope for the best but write for the worst.

-Bob

[alanh49]

Our organization is amending it's bylaws and as a board member, I have some concerns.

In a member organization (501-c3) can the following occur?

1. Board alone elects officers at annual meeting

2. Board votes to fill the remaining term of a vacant office

3. Board alone votes to amend bylaws at any board meeting

Thanks

Can they occur yes, provided the the bylaws or a hight rule so provided.

Should they I think it all depends on how much say the members what to have in running the organization.

If they do not want any those would be great rules

If they want a lot those would be very bad rules.

[Ann Rempel]

General Robert said there is nothing illegal in the bylaws. (or something quite close to that).

Whether it's wise or "legal" outside of the realm of parliamentary procedure is something we can't tell you.

Well, that's close to what he said. See Q&A #53 in PL. And in # 54, he explained that nothing in a constitution can be unconstitutional.

[Guest aubeacres]

When a contitution is admended should each change be listed and the change be listed?

Our organization has come up with a new constitution.

Does not a New Constitution required radification of a clubs in a organization?

[David A Foulkes]

Can they occur yes, provided the the bylaws or a hight rule so provided.

Alan - is this something like at the carnival, if you're tall enough to go on the Blammenator?

Well, that's close to what he said. See Q&A #53 in PL. And in # 54, he explained that nothing in a constitution can be unconstitutional.

Ann - could you point me to where these might be found (and I assume #1-52 as well, if not #55ff)? Many thanks.

[Rob Elsman]

In some societies organized as trusts, the board of trustees is the supreme body, and, in these cases, it is appropriate that the kinds of powers you enumerate should be vested in the board. However, for those organizations where the supreme body is the assembly of the full membership, it is exceedingly unwise to delegate these powers to a subordinate executive board, since, in effect, the tail thereafter wags the dog.

[Kim Goldsworthy]

When a constitution is amended should each change be listed and the change be listed?

Yes, somewhere, somehow.

A proposed amendment should be written down somewhere, since previous notice will be necessary (in most cases).

Technically, if the amendment is short enough (e.g., a single word), the previous notice can be given orally (inside a meeting).

Thus, in this case, nothing written need be prepared by the person giving the notice.

But that is an exceptional case - most amendments are longer than one or two words.

After adoption, of course, the wording will appear in the minutes.

Our organization has come up with a new constitution.

A whole new document? Meant to replace 100% of the old document?

Does not a New Constitution required ratification of a clubs in a organization?

No.

The only "ratification" necessary is to follow the amendment process in the old constitution (since you must use the amendment process of the existing document).

If your old constitution requires certain clubs to do a kind of ratification, then that is that - do it.

[Josh Martin]

Ann - could you point me to where these might be found (and I assume #1-52 as well, if not #55ff)? Many thanks.

PL stands for Parliamentary Law, a text written by General Robert himself on various parliamentary questions he received over the years. While it is quite old, it is still used as a research aide by parliamentarians. If you're looking for a copy, the NAP sells it in its online store.

[David A Foulkes]

PL stands for Parliamentary Law, a text written by General Robert himself on various parliamentary questions he received over the years. While it is quite old, it is still used as a research aide by parliamentarians. If you're looking for a copy, the NAP sells it in its online store.

Many thanks, Josh.