wgallan@juno.com Posted January 21, 2011 at 08:19 AM Report Share Posted January 21, 2011 at 08:19 AM Our current Bylaws state in Article 10 Amendment of BylawsSection 1. Amendment Subject to the power of the members of TRG to adopt, amend, or repeal the bylaws of this TRG and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of a majority of the whole board of directors.We heard the bylaws need to be ratified by 2/3 of the membership in order to be in effect.Is an Amendment the same as revising? Link to comment Share on other sites More sharing options...
Josh Martin Posted January 21, 2011 at 08:30 AM Report Share Posted January 21, 2011 at 08:30 AM We heard the bylaws need to be ratified by 2/3 of the membership in order to be in effect.Well, it doesn't seem to say that in your Bylaws, so unless that's in some higher-level rule (such as applicable law), you heard wrong.Is an Amendment the same as revising?A revision is a specific type of amendment which affects the "scope of notice" rules. The same requirements in your Bylaws apply. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 21, 2011 at 11:34 AM Report Share Posted January 21, 2011 at 11:34 AM Subject to the power of the members of TRG to adopt, amend, or repeal the bylaws of this TRG and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of a majority of the whole board of directors.We try not to interpret bylaws on this forum but you might want to clarify the meaning of that article (i.e. re-write it) before you're faced with a constitutional crisis. There may be other articles in your bylaws which put this one in context but, on its own, it seems to give the board the power to amend the bylaws while, at the same time, it recognizes the power of the general membership to do the same thing. Or, given the board's specific authority to amend the bylaws, "the [general] power of the members of TRG" to do so is nil.In this regard, see Official Interpretations 2006-12 and 2006-13. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 21, 2011 at 12:17 PM Report Share Posted January 21, 2011 at 12:17 PM There may be other articles in your bylaws which put this one in context but, on its own, it seems to give the board the power to amend the bylaws while, at the same time, it recognizes the power of the general membership to do the same thing. Or, given the board's specific authority to amend the bylaws, "the [general] power of the members of TRG" to do so is nil.In this regard, see Official Interpretations 2006-12 and 2006-13.One interpretation (mine) might be that this language acknowledges that the board's power to amend the bylaws is expressly subject to the power of the membership to do so (and to statute, etc.)This sounds the same as RONR's default rule that boards may not act contrary to the will of the membership. If that's true, the membership could overrule the board's decision on any changes. Furthermore, I would suggest that the board could not properly remove the "subject to" language on its own, precisely because it is subject to the membership's will. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 21, 2011 at 12:29 PM Report Share Posted January 21, 2011 at 12:29 PM If that's true, the membership could overrule the board's decision on any changes.Yes, I was thinking of something along the lines of the board being able to add something to the bylaws but not being able to change something that the general membership put there (which would include all of the original bylaws). But I decided not to try to make sense of an inherently sloppy rule. I think the authority to amend the bylaws should be the exclusive authority of one body. A lot of damage can be down between the board's amendment and the general membership's reversal. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 21, 2011 at 12:36 PM Report Share Posted January 21, 2011 at 12:36 PM Our current Bylaws state in Article 10 Amendment of BylawsSection 1. Amendment Subject to the power of the members of TRG to adopt, amend, or repeal the bylaws of this TRG and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of a majority of the whole board of directors.We heard the bylaws need to be ratified by 2/3 of the membership in order to be in effect.Is an Amendment the same as revising?Not to mention the extreme wordiness, repeated redundancy, and overall excessive employment of verbiage and expositorynessosity. Bylaws are initially adopted. After that, amend covers it all, whether you adopt more bylaws, or amend/repeal/alter existing ones. Read page 551 for some other tips. What does "the power of the members" mean? "power" suggest ability, not authority, although that may be what you intended. How does the "power of the members" affect the apparent authority of the board? Does it in fact mean that the members must subsequently approve amendments that the board has previously adopted? "[O]r any of them" doesn't add any clarity. It suggests that "These bylaws" refers to bylaws in their entirety, not any one singularly, but it's only a suggestion. "These bylaws" is enough.Now, when you say you "heard the bylaws need to be ratified by 2/3 of the membership", who told you this? Ask them to show you documented proof. It may be there, may not. Don't take their word for it. Absent any mention in the bylaws of voting requirements to amend bylaws, they may be amended at any business meeting by a 2/3 vote provided previous notice has been given. This may be what your mystery adviser is referring to, but who knows?As to your question: Making changes to bylaws (amending) could be referred to as "revising." A revision is a special case where the amendments are "so extensive and general that they are scattered through the bylaws", typically leading to adoption of an entirely new set of bylaws which replaces the existing set. (RONR 10th Ed., p 575) Link to comment Share on other sites More sharing options...
Josh Martin Posted January 22, 2011 at 07:30 AM Report Share Posted January 22, 2011 at 07:30 AM Well, it doesn't seem to say that in your Bylaws, so unless that's in some higher-level rule (such as applicable law), you heard wrong.I would like to retract this statement, as I clearly read the citation too quickly. The other posters are entirely correct. The language is ambiguous and must be interpreted by the assembly, and ideally amended in the future to clarify the society's intent. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted February 1, 2011 at 04:33 PM Report Share Posted February 1, 2011 at 04:33 PM I'd like to observe that this discussion thread would be a perfect, an exemplary, one to have been immediately referred over to the forum about bylaws that David Foulkes mentions frequently, where it would have been more at home. And it needs the money.[Edited for clarity. And that statement itself is aspirational in nature*. ]____________[Edited to append this footnote: that was an in-joke. Anybody from the early days of this website get it? And if so, amused? Kim, John, Dan, maybe?] Link to comment Share on other sites More sharing options...
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