Constitution Changes

[Guest Amie Swenson]

First a little Background: My organization is governed by a Constitution only, no by-laws. That Constitution, in turn, is governed by our parent organization who is also governed by a Constitution. Recently I was made aware of a proposed change for the Constitution that I do not agree with and don't believe is in the best interests of the members or the organization. To my knowledge, how this happened was that one of the officers of the organization drafted the changes to the Constitution and then passed it on to the other officers of the organization. The changes were scheduled to be discussed at a Board meeting, attended by the elected officers and representatives of the organization. I attended that meeting as an observer. Other business of the organization had priority on the agenda and the discussion on the changes to the Constitution were never gotten around to and the meeting was adjourned without any discussion. A mass meeting of the organization was scheduled about 2 weeks after this meeting was held and an agenda item noted as "Constitution updates" was posted as the #1 item on the Agenda. After the meeting was called to order the presiding chair read the Constitution changes to the assembled members. I questioned if the change was presented properly as there was neither a motion nor a resolution made to change the Constitution. I was informed by the chair that neither the Board nor an idividual needed to present the change to the Constition; and that it only needs to read at one meeting and then voted on at the next meeting. In my opinion, the Constitution is the document that rules our organization and by him reading the changes drafted by the other officer he gave the impression that the Board had approved of the changes. I objected to this presentation of the changes to the Constitution and to the inclusion of the language that I objected to. The chair overruled me and disregarded my objection on both the proper process and the objectionable language. The language in the Constitution that allows for amendments to the Constitution has the usual language that says the changes must be read at a regular of special meeting and then voted and approved by a 2/3 vote at a subsequent meeting. It doesn't really say that a motion or resolution has to be made, but I just can't believe that the ruling document of our organization can be changed without either of those! Help me out here!! I have Roberts Rules from front to back and it never really says "A motion must be made" but isn't it wrong that certain people can control our ruling document just because they are Officers and they decided to change it and put it on the agenda? Opinions...Ideas>>> Questions!! Help me out here...am i way out there?? What's your take on it??

[Larry Cisar]

First a little Background: My organization is governed by a Constitution only, no by-laws. That Constitution, in turn, is governed by our parent organization who is also governed by a Constitution. Recently I was made aware of a proposed change for the Constitution that I do not agree with and don't believe is in the best interests of the members or the organization. To my knowledge, how this happened was that one of the officers of the organization drafted the changes to the Constitution and then passed it on to the other officers of the organization. The changes were scheduled to be discussed at a Board meeting, attended by the elected officers and representatives of the organization. I attended that meeting as an observer. Other business of the organization had priority on the agenda and the discussion on the changes to the Constitution were never gotten around to and the meeting was adjourned without any discussion. A mass meeting of the organization was scheduled about 2 weeks after this meeting was held and an agenda item noted as "Constitution updates" was posted as the #1 item on the Agenda. After the meeting was called to order the presiding chair read the Constitution changes to the assembled members. I questioned if the change was presented properly as there was neither a motion nor a resolution made to change the Constitution. I was informed by the chair that neither the Board nor an idividual needed to present the change to the Constition; and that it only needs to read at one meeting and then voted on at the next meeting. In my opinion, the Constitution is the document that rules our organization and by him reading the changes drafted by the other officer he gave the impression that the Board had approved of the changes. I objected to this presentation of the changes to the Constitution and to the inclusion of the language that I objected to. The chair overruled me and disregarded my objection on both the proper process and the objectionable language. The language in the Constitution that allows for amendments to the Constitution has the usual language that says the changes must be read at a regular of special meeting and then voted and approved by a 2/3 vote at a subsequent meeting. It doesn't really say that a motion or resolution has to be made, but I just can't believe that the ruling document of our organization can be changed without either of those! Help me out here!! I have Roberts Rules from front to back and it never really says "A motion must be made" but isn't it wrong that certain people can control our ruling document just because they are Officers and they decided to change it and put it on the agenda? Opinions...Ideas>>> Questions!! Help me out here...am i way out there?? What's your take on it??

I am guessing that the chair assumed a motion had been made to change the constitution. Now, did others object to the way the chair handled the issue? Does your constitution really say that a constitutional amendment has to be proposed at a special meeting?

[Josh Martin]

What's your take on it??

The fact that a formal motion was not made would not cause a continuing breach. From the facts provided, it seems to me that the amendment was validly adopted.

[hmtcastle]

My organization is governed by a Constitution only, no by-laws.

For future reference, when RONR, and responders on this forum, use the term "bylaws", they're referring to the governing document an organization, regardless of the actual name. So in your case, wherever you see the word "bylaws" you can substitute "constitution".

I was informed by the chair that neither the Board nor an idividual needed to present the change to the Constition; and that it only needs to read at one meeting and then voted on at the next meeting.

Well, that's either an accurate statement or it's not. You'll find the answer in you bylaws (i.e. your constitution).

I objected to this presentation of the changes to the Constitution and to the inclusion of the language that I objected to. The chair overruled me and disregarded my objection on both the proper process and the objectionable language.

Then the next step is to appeal the ruling of the chair and try to persuade a majority of the assembly (the members present) that you're right and the chair is wrong.

I have Roberts Rules from front to back and it never really says "A motion must be made" . . .

It really does. Bylaws are amended by a special instance of the motion to amend something previously adopted (ASPA). More broadly, a motion is the vehicle by which nearly every action is proposed.

If you think the proper amendment process has not been followed, you must raise a point of order. If the chair and most of the members are willing to disregard the rules, RONR won't be of much help.

[Kim Goldsworthy]

My organization is governed by a Constitution only, no by-laws.

That Constitution, in turn, is governed by our parent organization who is also governed by a Constitution.

Recently I was made aware of a proposed change for the Constitution that I do not agree with, and don't believe is in the best interests of the members or the organization.

To my knowledge, how this happened was that one of the officers of the organization drafted the changes to the Constitution and then passed it on to the other officers of the organization.

The changes were scheduled to be discussed at a Board meeting, attended by the elected officers and representatives of the organization.

I attended that meeting as an observer.

Ah! You are not a board member. Okay.

Other business of the organization had priority on the agenda and the discussion on the changes to the Constitution were never gotten around to and the meeting was adjourned without any discussion.

So, what you are saying is:

• Your board never got around to even discussing the proposed change.

A mass meeting of the organization was scheduled about 2 weeks after this meeting was held and an agenda item noted as "Constitution updates" was posted as the #1 item on the Agenda.

After the meeting was called to order the presiding chair read the Constitution changes to the assembled members.

I questioned if the change was presented properly as there was neither a motion nor a resolution made to change the Constitution.

Unclear.

Q. What was "read", if not a proposed amendment to your Constitution?

Under RONR, once a written proposal regarding amending one's constitution is forwarded to the organization, then no motion is necessary.

The chair has all he needs to handle the proposal in writing.

So, if you are complaining about (paraphrased) "... no one stood up and moved the amendment ...", then you have no grounds for complaining.

See page 577 for a description of this pre-written method of submitting proposed amendments.

I was informed by the chair that neither the Board nor an individual needed to present the change to the Constitution; and that it only needs to read at one meeting and then voted on at the next meeting.

Q. Is this your METHOD OF AMENDMENT?

In my opinion, the Constitution is the document that rules our organization and by him reading the changes drafted by the other officer he gave the impression that the Board had approved of the changes.

You got all this "informing" going on, and all this "opining" going on, but you've failed to present the actual METHOD OF AMENDMENT of your Constitution.

Don't take someone's "opinion". Don't give an "opinion".

Just obey the METHOD OF AMENDMENT of your constitution.

I objected to this presentation of the changes to the Constitution and to the inclusion of the language that I objected to.

The chair overruled me and disregarded my objection on both the proper process and the objectionable language.

So, you are saying:

• no point of order was raised.

• no appeal was raised.

Without a proper point of order or a proper appeal, you don't have any grounds to complain.

The language in the Constitution that allows for amendments to the Constitution has the usual language that says the changes must be read at a regular of special meeting and then voted and approved by a 2/3 vote at a subsequent meeting.

THIS IS IMPORTANT!

Follow the METHOD OF AMENDMENT of your constitution.

It doesn't really say that a motion or resolution has to be made, but I just can't believe that the ruling document of our organization can be changed without either of those!

Again, like I asked before:

Q. What was "read", if not a proposed amendment to your Constitution?

The chair thought that whatever he read was relevant to your Constitution.

I have Roberts Rules from front to back and it never really says "A motion must be made" but isn't it wrong that certain people can control our ruling document just because they are Officers and they decided to change it and put it on the agenda?

I don't know. - Because I don't know if you followed the METHOD OF AMENDMENT of your constitution.

Certainly, officers are members (I am assuming!), and never lose the rights of membership just because they are officers. So, officers are free to offer amendments to your Constitution.

Like the bumper sticker: "Officers are people, too!"

[Trina]

....

A mass meeting of the organization was scheduled about 2 weeks after this meeting was held and an agenda item noted as "Constitution updates" was posted as the #1 item on the Agenda. After the meeting was called to order the presiding chair read the Constitution changes to the assembled members.... I was informed by the chair that neither the Board nor an idividual needed to present the change to the Constition; and that it only needs to read at one meeting and then voted on at the next meeting. ... by him reading the changes drafted by the other officer he gave the impression that the Board had approved of the changes. ... The language in the Constitution that allows for amendments to the Constitution has the usual language that says the changes must be read at a regular of special meeting and then voted and approved by a 2/3 vote at a subsequent meeting.

....

Just to clarify, no vote took place yet, right? Just the reading? The tone of your post sounds as though something was railroaded through, which is why I'm wondering. From the facts presented, it sounds as though the proposal was read at a general membership meeting, and the actual vote is to take place at a future general membership meeting? Again, the outraged tone of the post makes me wonder if a vote immediately followed the reading to the general membership... Also, Mr. Martin seems to assume in his response that the amendment was adopted, which contributes to my puzzlement .

And why does it matter that people were given the impression that the Board approved of the proposal? Is Board approval part of your required amendment process?

Presumably the motion will be formally made at the next meeting, debate will follow (during which you can present your views), and then the general membership will vote... or am I missing something?

[Josh Martin]

Also, Mr. Martin seems to assume in his response that the amendment was adopted, which contributes to my puzzlement .

I may have become confused at some point. It was a big block of text.

If your interpretation of the situation is correct, then previous notice has been provided and the motion itself would be made at the subsequent meeting. If this does not occur, a Point of Order could be raised at that point that a formal motion should be made.

I still don't see the big deal. Since the officers are likely also members of the society, one of them could make the motion, and it will require a 2/3 vote for the amendment to be adopted. None of the facts provided suggest any "ramrodding" is occurring.

[Gary Novosielski]

I may have become confused at some point. It was a big block of text.

When I first saw it, I wondered whether news of the invention of the paragraph had not yet reached the distant regions of the intertubes.

[Guest Amie Swenson]

Thanks so much to all of you for your great answers/comments. It has definately helped me look at the situation more clearly. No, the amendment was not voted on--- only read at the meeting. Clearly, our Constitution states "that a change to the Constitution must be read at one meeting and voted on at a subsequent meeting. At the subsequent meeting, the Constituion change shall be noted on the agenda notice of the meeting to give ample notification to the membership of such a change, then a written copy shall be provided to every voting member present; and the change will only be adopted if approved by 2/3 of the voting membership present. Initially, I was confused as to whether or not a motion needed to be made to begin the process of the chair reading the change. Something like-- "I make a motion to propose the following amendments to the Constitution." My opinion was that it seemed very odd that no-one claimed authorship of the amendments, such as stating, "I am proposing the amendment", or for the Chair of the Board (who is comprised of the Officers and representatives from each division of the membership and who is the governing body when the membership is not in session)to state that the Board members discussed it and recommend or not recommend adoption of the amendment. Deferring to our Constitution, it appears that answer is no. Getting past that issue and on to the next, then it is up to me at that next voting meeting to voice my opinion, whether it is an objection to the process, or point of order,or simply disagreeing with the amendment itself, then the membership will vote. At the meeting that the change was read, I did NOT bring up a point of order nor make a motion to object to the content nor the process. In hindsight, that probably would have been a good idea.