Bylaws Revision

[lipets]

I'm doing a revision with several other members on a special committee.

We are to report this revised set of Bylaws to the board.

Now since it is not stated in the bylaws how a revision is supposed to be adopted only amendments, which this not.

I am reading p 575????

How does the revised bylaws get adopted or accepted?

A majority vote of the Board?

Jim

[David A Foulkes]

Well, I think it's safe to say a revision is a really really large version of a single Article/Section-specific amendment, so the process will be the same as detailed in the current bylaws for amendment. Whether that's the Board's vote will be noted in there (hopefully). But stay tuned as others weigh in.

[lipets]

Well, I think it's safe to say a revision is a really really large version of a single Article/Section-specific amendment, so the process will be the same as detailed in the current bylaws for amendment. Whether that's the Board's vote will be noted in there (hopefully). But stay tuned as others weigh in.

This is a 100% rewrite not a single item, I understand it is not treated as an amendment????

In fact when I say Bylaws I mean Constitution and Bylaws.

[Rob Elsman]

I'm doing a revision with several other members on a special committee.

We are to report this revised set of Bylaws to the board.

Now since it is not stated in the bylaws how a revision is supposed to be adopted only amendments, which this not.

I am reading p 575????

How does the revised bylaws get adopted or accepted?

A majority vote of the Board?

Jim

The procedures prescribed for amending the old documents are followed.

[lipets]

Can you point me to that on RONR please?

[hmtcastle]

This is a 100% rewrite not a single item, I understand it is not treated as an amendment????

It is treated as an amendment. An amendment is any change in the bylaws.

And I doubt it's a "100% rewrite". Presumably, for example, the name of the organization will remain the same.

[David A Foulkes]

Can you point me to that on RONR please?

"[A] revision of the bylaws is adopted by the vote required to amend the existing ones...."

p. 553 ll. 4-5

Also, p. 562-564, the section on Amendment of Bylaws

[Rob Elsman]

Can you point me to that on RONR please?

RONR (10th ed.), p. 295, l. 35, through p. 296, l. 3.

[David A Foulkes]

Additionally:

"The word amend covers any change, whether a word or a paragraph is to be added, struck out, or replaced, or whether a new set of articles is to be substituted for the old one." (RONR 10th Ed., p 564 ll. 8-11)

In other words, if you're changing the bylaws, you're amending. One word, some of the words, most of the words, or all the words.

[Gary Novosielski]

This is a 100% rewrite not a single item, I understand it is not treated as an amendment????

In fact when I say Bylaws I mean Constitution and Bylaws.

It is treated as an amendment because it is.

This is an "amendment in the nature of a substitute" where everything that used to be there is stricken, and replaced with something brand new.

The rules and requirements for doing this are the same as if you were changing only one comma, and are likely to be found in the existing bylaws.

[Tim Wynn]

This is an "amendment in the nature of a substitute" where everything that used to be there is stricken, and replaced with something brand new.

... except that the original cannot be perfected in the process. See RONR(10th ed.), p. 575, l. 11-16

[Gary Novosielski]

... except that the original cannot be perfected in the process. See RONR(10th ed.), p. 575, l. 11-16

Well, yes, but that's true of any kind of bylaws amendment, not just a revision. The pending question is always the language in the amendment. That language can be "perfected" (ordinarily we'd say "amended" but the opportunity for confusion is clear) and is ultimately voted on. If adopted, the bylaws are changed; if not, they remain intact. At no time do the old bylaws become pending, and therefore open to "perfection", as this would sidestep the scope-of-notice requirements of the bylaws amendment process.

[Tim Wynn]

Well, yes, but that's true of any kind of bylaws amendment, not just a revision. The pending question is always the language in the amendment. That language can be "perfected" (ordinarily we'd say "amended" but the opportunity for confusion is clear) and is ultimately voted on. If adopted, the bylaws are changed; if not, they remain intact. At no time do the old bylaws become pending, and therefore open to "perfection", as this would sidestep the scope-of-notice requirements of the bylaws amendment process.

Okay, no need to overdo it. I can see that you know what you're talking about; I was just adding some clarification for the original poster.

[hmtcastle]

At no time do the old bylaws become pending, and therefore open to "perfection", as this would sidestep the scope-of-notice requirements of the bylaws amendment process.

I was under the impression that notice of a revision effectively eliminates the "scope the notice" restriction.

[lipets]

On P 575 "were adopting bylaws for the first time"

If I were to read it to mean if it was the first time you wouldn't look to the provisions of the existing bylaws provisions for amendments?

----

Question, what does "first -degree and second degree" mean in that same section?

[Trina]

On P 575 "were adopting bylaws for the first time"

If I were to read it to mean if it was the first time you wouldn't look to the provisions of the existing bylaws provisions for amendments?

----

Question, what does "first -degree and second degree" mean in that same section?

On your first question, you do indeed have to follow the amendment process outlined in the existing bylaws. The 'as if adopting for the first time' language clearly applies to scope of potential amendment -- namely that a proposed revision is entirely open to amendment.

On your second question, see RONR p. 126 ll. 26-30.

It would be a very good idea to read the section on consideration by paragraph or seriatim, as suggested on p. 575. Unless the body authorized to amend the bylaws (which, in most organizations encountered on this forum, is the general membership) is entirely in favor of the proposed revision from the get-go, you have to be prepared to handle a potentially complex amendment process in a fair and organized manner -- this is what seriatim consideration allows.

[hmtcastle]

On P 575 "were adopting bylaws for the first time"

If I were to read it to mean if it was the first time you wouldn't look to the provisions of the existing bylaws provisions for amendments?

Omitting the crucial phrase, "as if", does nothing to strengthen the integrity of your argument.

If you were truly adopting bylaws for the first time there would be no existing bylaws. But there are. So follow them.