By-Laws Committee

[Guest Cameron]

Currently in my organization our By-Laws Committee has the power to (at least in practice) draft, consider and amend By-Laws in committee. The committee also frequently strikes down proposed By-Laws in committee without bringing them to the general assembly. The committee, however, does not constitute a quorum of the society; our legislative section of our By-Laws states that all legislative power is reposed in a quorum of the Chapter.

My question is does RONR permit the By-Laws committee to take legislative action in committee despite a lack of quorum; and further more, what does RONR state that the By-Laws committee may or may not do?

Thanks,

Cam

[Kim Goldsworthy]

Currently in my organization our By-Laws Committee has the power to (at least in practice) draft, consider and amend By-Laws in committee. The committee also frequently strikes down proposed By-Laws in committee without bringing them to the general assembly. The committee, however, does not constitute a quorum of the society; our legislative section of our Bylaws states that all legislative power is reposed in a quorum of the Chapter.

Does RONR permit the Bylaws committee to take legislative action in committee despite a lack of quorum?

No. Of course not.

Under RONR:

• committees are powerless.

• no substantive action is possible without a quorum.

What does RONR state that the Bylaws committee may or may not do?

Like all committees, all a committee can do is RECOMMEND action.

Committees cannot TAKE action.

Exceptions would be due to an adopted motion by the parent assembly charging the committee (i.e., giving instruction and giving authority to the committee) to do more than merely produce a report - i.e., report out its best recommendation(s).

Indeed, the charge of the committee might even TAKE AWAY the authority "to recommend" anything.

Example: A Xmas Party committee might be authorized to spend money, pick the meeting hall, hire a band, etc., without necessarily report out anything close to a "recommendation".

[Josh Martin]

My question is does RONR permit the By-Laws committee to take legislative action in committee despite a lack of quorum; and further more, what does RONR state that the By-Laws committee may or may not do?

Under RONR, the committee only has the power to make recommendations unless your rules or an adopted motion states otherwise.

[Trina]

Currently in my organization our By-Laws Committee has the power to (at least in practice) draft, consider and amend By-Laws in committee.....

Are you saying that it has become the custom in your organization for the bylaws committee to actually amend the bylaws?? That would be extremely unusual, and would have to be explicitly spelled out in the bylaws. Of course, if these jokers have been busily 'amending' the bylaws, it's possible the so-called bylaws have been 'amended' to give the committee this power . You should probably start by seeing what the bylaws currently say about the amendment process.

Maybe you only mean that the committee has a strangle-hold on the process of offering bylaws amendments? Namely, that they generate and modify proposed amendments, and refuse to present amendments they don't like to the larger assembly? That would make more sense... Again, see what the bylaws currently say about the amendment process.

'When the bylaws do not place a limitation on those who can give notice of a bylaws amendment, any member is entitled to do so.' (RONR p. 577 ll. 34-36)

That's the default under RONR -- any member has the right to propose an amendment to the bylaws. Any restriction on that default situation would have to come from your bylaws.

[Guest Cameron]

Are you saying that it has become the custom in your organization for the bylaws committee to actually amend the bylaws?? That would be extremely unusual, and would have to be explicitly spelled out in the bylaws. Of course, if these jokers have been busily 'amending' the bylaws, it's possible the so-called bylaws have been 'amended' to give the committee this power . You should probably start by seeing what the bylaws currently say about the amendment process.

Maybe you only mean that the committee has a strangle-hold on the process of offering bylaws amendments? Namely, that they generate and modify proposed amendments, and refuse to present amendments they don't like to the larger assembly? That would make more sense... Again, see what the bylaws currently say about the amendment process.

'When the bylaws do not place a limitation on those who can give notice of a bylaws amendment, any member is entitled to do so.' (RONR p. 577 ll. 34-36)

That's the default under RONR -- any member has the right to propose an amendment to the bylaws. Any restriction on that default situation would have to come from your bylaws.

Thanks for the feedback! It really helped. Our By-Laws committee does not actively change or incorporate new by laws in committee without chapter approval. What they often do, however, is discuss by laws brought to them outside of committee, discuss them, and sometimes decide or "vote" to not recommend them AT ALL, or to neglect sending them go the Chapter for legislative consideration.

I'm assuming this is also a violation of RONR?

[STA]

Thanks for the feedback! It really helped. Our By-Laws committee does not actively change or incorporate new by laws in committee without chapter approval. What they often do, however, is discuss by laws brought to them outside of committee, discuss them, and sometimes decide or "vote" to not recommend them AT ALL, or to neglect sending them go the Chapter for legislative consideration.

I'm assuming this is also a violation of RONR?

Do your bylaws, or the charge to the committee, authorize them to operate this way? If so, that direction supersedes RONR, so no worries. If not, the committee is violating your rules, which the Chapter can correct.

[Guest Cameron Barnett]

Do your bylaws, or the charge to the committee, authorize them to operate this way? If so, that direction supersedes RONR, so no worries. If not, the committee is violating your rules, which the Chapter can correct.

No, the By-Laws only say:

"The Chapter shall substantively amend the By-Laws when the amendment in question has: (1) Been introduced into this committee, in writing; (2) Received this committee’s approval; (3) Been submitted to the Chapter, via motion and second from this committee; (4) Tabled within the Chapter for not less than one (1) week; and (5) Been enacted by the Chapter via a majority vote."

[STA]

No, the By-Laws only say:

"The Chapter shall substantively amend the By-Laws when the amendment in question has: (1) Been introduced into this committee, in writing; (2) Received this committee’s approval; (3) Been submitted to the Chapter, via motion and second from this committee; (4) Tabled within the Chapter for not less than one (1) week; and (5) Been enacted by the Chapter via a majority vote."

Item #2 implies that no proposal can go forward without the committee's approval. Was that the Chapter's intent?

[Guest Cameron]

It might have been the intent prior to when I joined the organization, but I do not feel that it expressly gives them power to block legislation, so to speak. Even still, it contradicts with the first statement in the legislative section of our By-Laws, stating: "All legislative power shall be reposed in a quorum of the Chapter."

Am I wrong to question the conmittee's power, or is there a vagueness left open to interpretation?

[STA]

It appears at least some of your members think there's room for interpretation. Only your organization can decide which reading of the bylaws is "correct".

[Josh Martin]

It might have been the intent prior to when I joined the organization, but I do not feel that it expressly gives them power to block legislation, so to speak. Even still, it contradicts with the first statement in the legislative section of our By-Laws, stating: "All legislative power shall be reposed in a quorum of the Chapter."

Am I wrong to question the conmittee's power, or is there a vagueness left open to interpretation?

If there is any ambiguity, it is up to to the organization to interpret the ambiguity. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. In the long run, amend the Bylaws to remove the ambiguity. While you're at it, you may wish to rethink the use of the word "legislative," unless your organization actually does have the power to enact laws.

[hmtcastle]

While you're at it, you may wish to rethink the use of the word "legislative," unless your organization actually does have the power to enact laws.

And, while you're at it, please rethink the use of the word "repose".

And get rid of the silly "one (1)" redundancy.

[Kim Goldsworthy]

... the first statement in the legislative section of our Bylaws ...: "All legislative power shall be reposed in a quorum of the Chapter."

Oh?

You mean, not with the majority vote of the Chapter?

You are granting power to one-fourth ("more than half" of a majority) of the Chapter?

Why?

There's the beginning of your problems. The bylaws don't mean what you think they mean.

[Trina]

the By-Laws only say:

"The Chapter shall substantively amend the By-Laws when the amendment in question has: (1) Been introduced into this committee, in writing; (2) Received this committee’s approval; (3) Been submitted to the Chapter, via motion and second from this committee; (4) Tabled within the Chapter for not less than one (1) week; and (5) Been enacted by the Chapter via a majority vote."

...it contradicts with the first statement in the legislative section of our By-Laws, stating: "All legislative power shall be reposed in a quorum of the Chapter."

Am I wrong to question the conmittee's power, or is there a vagueness left open to interpretation?

As Mr. Martin pointed out, it would be a good idea for you (and others in the organization) to look at RONR pp. 570-573 for some principles of bylaws interpretation.

From POI #1:

'Each society decides for itself the meaning of its bylaws... An ambiguity must exist before there is any occasion for interpretation...'

From POI #3:

'A general statement or rule is always of less authority than a specific statement or rule and yields to it...'

If enough people in the organization are dissatisfied with the current role of the bylaws committee, the bylaws should be amended to clarify and change that role. There is the problem, of course, that if the bylaws are written (or are interpreted) to make the committee the sole conduit for bylaws amendments, and if the committee members enjoy having that power, it may be difficult to get an amendment reducing the committee's power through the bylaws committee, and before the membership for a vote.

[Josh Martin]

There is the problem, of course, that if the bylaws are written (or are interpreted) to make the committee the sole conduit for bylaws amendments, and if the committee members enjoy having that power, it may be difficult to get an amendment reducing the committee's power through the bylaws committee, and before the membership for a vote.

It's not that big of a problem. The appointing authority can just replace the committee members with those who support the amendment.

[Cameron]

My organization is a Fraternity founded by law students and on such principles. Our Chapter's current By-Laws were drafted by a law student as well, hence the "silly redundancies" in numbering and unique word choices like "reposed". We've had several By-Laws chairman try to "un-legalize" it to a more reasonable level, but usually they find it is better to leave it the way it is to avoid further confusion and frustration.

In the section of our By-Laws describing our legislative powers, the line about such powers being reposed in a quorum of the Chapter is just a restatement of the fact that we're a direct democracy and therefore no motion/question/by-law/amendment can even be considered unless a sufficient quorum of the Chapter is there to deliberate on it. Any motion is, of course, deicded with a proper majority/two-thirds vote or otehr appropriate vote as prescribed. Yes, it may be "redundant" and sort of common sense, but it's situations just like this where statments like that could (potentially) be very useful.

I will look into how to resolve this as you all have reccommend about interpretations and such. I was under the impression that any sort of interpretation or ambiguity fell to the Chair's discretion (in our case, the President's) or the parliementarian (in our case, the Vice President). Is this also incorrect? My assumption is it is, so I will follow what RONR has to say about it.

Thanks again for the feedback! It's a sticky situation and I (we) could use all the help I (we) can get.

[STA]

I was under the impression that any sort of interpretation or ambiguity fell to the Chair's discretion (in our case, the President's) or the parliementarian (in our case, the Vice President). Is this also incorrect? My assumption is it is, so I will follow what RONR has to say about it.

The assembly is the final authority in what your bylaws "really mean". Both your President and VP should tread carefully. The VP-as-parliamentarian only advises [so as not to damage his appearance of impartiality] and the Chair, while also appearing impartial, must remember his rulings are subject to appeal.

[Josh Martin]

My organization is a Fraternity founded by law students and on such principles. Our Chapter's current By-Laws were drafted by a law student as well, hence the "silly redundancies" in numbering and unique word choices like "reposed". We've had several By-Laws chairman try to "un-legalize" it to a more reasonable level, but usually they find it is better to leave it the way it is to avoid further confusion and frustration.

That does explain a lot.

In the section of our By-Laws describing our legislative powers, the line about such powers being reposed in a quorum of the Chapter is just a restatement of the fact that we're a direct democracy and therefore no motion/question/by-law/amendment can even be considered unless a sufficient quorum of the Chapter is there to deliberate on it. Any motion is, of course, deicded with a proper majority/two-thirds vote or otehr appropriate vote as prescribed. Yes, it may be "redundant" and sort of common sense, but it's situations just like this where statments like that could (potentially) be very useful.

Well, there's really no need for such a statement at all, since what you describe as your intent is the default situation under RONR (all authority rests with the general membership and action can only be taken at a meeting with a quorum). But if you insist on reaffirming this, you could say "Action may only be taken in the name of the Society at a properly called meeting where a quorum is present, except as otherwise stated in these Bylaws."

I will look into how to resolve this as you all have reccommend about interpretations and such. I was under the impression that any sort of interpretation or ambiguity fell to the Chair's discretion (in our case, the President's) or the parliementarian (in our case, the Vice President). Is this also incorrect? My assumption is it is, so I will follow what RONR has to say about it.

If a Point of Order is raised, the chair would indeed rule on the Point of Order with advice from the Parliamentarian. However, the chair's ruling may be appealed, so that the matter of interpretation is ultimately up to the assembly. (RONR, 10th ed., pg. 247, lines 19-25; pg. 570, line 16)