How to get a bylaws revision accepted by the members
Welcome to the PARLIAMENTARY INTERNET NEWSLETTER. This newsletter is for all those who are interested in learning about better meeting procedures, and the preserving of democracy in small groups, organizations, churches, schools and government organizations. We promise to keep the information simple so that all can understand; and we promise to try to answer any questions that you may have concerning any problems in your meetings. We will answer any procedural questions that you have,too. We are most familiar with the parliamentary authority of ROBERT'S RULES OF ORDER, NEWLY REVISED, 1990 Edition. But we have access to THE STANDARD CODE OF PARLIAMENTARY PROCEDURE, by Alice Sturgis, and to DEMETER'S MANUAL OF PARLIAMENTARY LAW AND PROCEDURE, by George Demeter.
PARLIAMENTARY INTERNET NEWS LETTER VOLUME 3 Issue 2 March , 1997
The bylaw revision that you and your committee has been laboring over for a year or years is now ready for presenting to the members. How do you proceed? This is the question that will be answered in this volume of the Parliamentary Internet Newsletter.
FIRST THINGS FIRST
1. How do you let the membership know and what do you let them know?
Answer: First look in your current bylaws. Do they tell you how to proceed? Do they explain at what “kind” of meeting the bylaws can be revised ? Do they tell how many days notice and what kind of notice is to be given to the members concerning the meeting? Do the current bylaws state that the members are to be mailed the revision to examine before the meeting? Are changes to be underlined in the revision? Only your current documents can tell you what to do.
2. What if the bylaws don’t tell us how to proceed? Then what do we do?
Answer: Then this newsletter will give you some helpful suggestions that we have found to work!
If the bylaws don’t specify what kind of meeting, and the bylaws allow for special meetings, then set a series of special meetings to handle the bylaw revision. If the bylaws state that all bylaw amendments and revisions must be presented at the Annual Meeting, then the bylaw committee has some more work to do. The reason the members need to consider this at a special meeting or series of meetings is because this is the governing document of the organization and it deserves to be carefully considered by ALL the members. If there is no provision for a special meeting in the bylaws, members can obtain the same result through a series of adjourned meetings. (To achieve this use the motion “To Fix the Time to Which to Adjourn” and then postpone the bylaws to that adjourned meeting. See our new video ALL ABOUT MOTIONS, part 2, the meeting. It is clearly illustrated in the video.)
In any event, this is the recommendation for getting the revision into every member’s hands.
1. Mail a copy of the bylaw revision to every member.
2. Give them plenty of time to review it.
3. Write a cover letter explaining all the major changes that the committee has made, and any CONTROVERSIAL changes or proposals. If you give every member a general overview in the cover letter then they will be less reluctant to read the proposed revision and more willing to attend the meetings.
4. Underline all new wording or new amendments included in the document.
5. Some have found it helpful to put brackets [ ] around that which is deleted. Whatever format you choose to let the members know of the changes, explain it to the members.
6. Also explain the procedures of the meeting in the letter, and include a form for the members to use to make amending an easier process.
7. A rule that needs to be enforced is that all amendments need to be in writing and submitted to the secretary when they are made. Here is a form that is helpful.
NAME OF THE MAKER OF THE MOTION__________________
I move to amend Article ______, Section________, By:
A. Striking out _________________and inserting ___________
B. Inserting _____________________________________
C. Striking out __________________________________
D. Adding at the end______________________________
8. This form should be attached to the cover letter and have plenty of these on hand at the meeting. The chair should not accept any amendment unless it is in writing. When members know the procedures and rules before the meeting, they follow them and are grateful to be informed. If you do this, the meeting will go very smoothly. The chair should assist the members and wait for a member to put the amendment in writing.
9. If members are coming from a large area to an Annual Meeting, the Bylaws Committee could have a meeting prior to the Annual Meeting to answer members questions about the revision. This will save time.
10. If the organization is a “social club” where the members don’t really want to get too involved, then the president needs to visit various committees and tell them about the revision. One social organization that I belonged to had to present a bylaw revision every five years. I was asked to be on the committee. I could not believe the undemocratic and willful suggestions that kept coming from different members. However, wisdom and democracy prevailed. I suggested that the president visit all the interest groups and tell them about the proposed changes, especially about controversial name change. I also pointed out that they had been transacting business without a quorum and that if she did not encourage the members to come, this revision could not be adopted. By following all the above points, this group had one of the best attended annual meetings ever. And because of the prior work the revision was adopted without any contention!!! So the work the bylaw committee puts into this pre-planning pays off during the meeting.
Here are the procedures for handling the bylaw revision at a meeting.
1. When the chair asks for the report of the bylaws committee, the chairman rises to report and then at the end of the report says this: “by direction of the committee I move the adoption of the bylaw revision”.
2. Since the motion comes from a committee, it does not need a second. The chair would state the motion this way, “The question is on the adoption of the proposed bylaw revision. Will the chairman read Article I?”
If this is a special meeting called for adopting the revision, it is helpful before the president asks for the bylaws committee report to explain the procedure to the members. If this is not done then the bylaw chairman can explain the procedure in his report.
Here is the procedure in adopting a revision.
After the motion is made, the entire document is handled seriatim. See Robert’s Rules of Order Newly Revised, page 273, and 576. Each article is read in its entirety by the bylaws chairman. He then explains all the changes that were made in that article and the reasons for the changes. He then sits down, and the presiding officer asks: “Is there any discussion on Article I?” Members can ask questions, discuss or amend Article I. In presiding, the chair must remember that Article I is part of the main motion being considered which is the bylaws revision. Members can amend Article I by primary and secondary amendments. Only one set of primary and secondary amendments can be pending at one time. AMENDMENTS to Article I ( to the entire revision) are adopted by a majority vote. After everyone is finished discussing and amending Article I, the chair goes on to Article II. ARTICLE I is NOT ADOPTED.
The presiding officer states: “The bylaw chairman will read Article II.” The bylaw chairman reads and explains Article II and sits down. The president then asks, “Is there any discussion?” Members can discuss, ask questions, and amend.
This procedure goes on until all articles of the proposed revision are completed. Then the entire document is open for debate and amendments. This gives the members the opportunity to go back and make changes in earlier Articles especially if the members voted to change something in Article V that affected something in Article II. Or perhaps as members progressed they realized that something needed to be changed in the earlier part of the document. [A rule in seriatim, is that once you start going forward you continue going forward until finished, then the entire document is considered in its entirety. This is also a general principle in conducting business, too, -- once you start going forward you don’t go backwards, unless you reconsider a vote, rescind an action, or postpone something on the agenda to a later time in the meeting, or temporary lay something aside, or suspend the rules] If there is a “preamble” that is taken up last. When the chair believes everyone is done with amending and changing the revision, the chair then takes a vote. Most bylaw revisions are adopted by a two-thirds vote. The bylaws should state under the article of “Amending Bylaws” what the vote requirement is. Robert’s Rules says the vote should be counted and recorded in the minutes unless it is nearly unanimous. p. 587. The vote could be a standing counted vote or a ballot vote.
IMPORTANT POINT TO REMEMBER: When the revision is taking place the bylaws that the organization is currently functioning under is NOT UNDER CONSIDERATION AT ALL. So if the revision fails, the current bylaws are still in effect with no changes. If the revision is adopted, then it replaces immediately the current bylaws. Members can adopt a proviso that states when the revision becomes effective.
ANOTHER IMPORTANT POINT TO REMEMBER: A revision is like presenting new bylaws for the first time and EVERYTHING in the proposed revision is open to change by the membership, not just the proposed changes that the committee has made.
SOMETHING ELSE TO CONSIDER: Let’s return to the social organization mentioned earlier. This group did not want to set a series of meetings to consider the bylaws, but wanted to approve it at the Annual Meeting. This was because it was very difficult to get the members out to these business meetings. The members’ involvement in the organization centered around “interest groups”. It was therefore very important that the president, who was on the bylaw committee[this was determined by the bylaws], visit each interest group and “talk up” the revision and inform the members about the changes, especially the name change. This also allowed the members to ask questions.
The president and her officers did not want to present the document “seriatim” but wanted to consider it as a whole. This procedure is allowed in Robert’s Rules see bottom of page 273: “The chair, on his own initiative, can apply this method [seriatim] to any elaborate proposition susceptible to such treatment, unless he thinks the assembly wishes to act on the question as a whole...”
The president was instructed how to handle the motion “seriatim” if a member made it.
The procedure at this meeting was to ask the bylaw chairman to give the report in which she told the members the major changes and the reason for the changes. (copies of the revision were sent to each member in the call to the meeting and new wording underlined). At the end of the report the chairman made the motion to adopt the revision. The chair then opened the floor for discussion and amendments. Very little discussion ensued and the a vote was taken. It only took a majority vote (that is what the current bylaws stated, however the revision changed it to a two thirds vote). The chair took a standing vote, and I believe it was almost unanimous.
This worked for this organization. Therefore, each group needs to decide what is the best procedure for them. However, it is my opinion, that the first procedure is the most democratic.
If you have questions about bylaws or the procedure at meetings concerning bylaw revision, please e-mail me at firstname.lastname@example.org. We also sell a 17 page pamphlet by the National Association of Parliamentarians, called “Spotlight on Bylaws”. It is very simple and easy to read. It is presented in an outline form. If your organization is undertaking a bylaws revision or proposing bylaw amendments, send for this helpful booklet. In fact get one for everyone in the organization or a least on the committee. The booklet sells for $5.00 includes S & H. If you want to order in a large quantity calls us or e-mail us for a discounted price. (1-800-532-4017).
Or you can print off any of the PARLIAMENTARY INTERNET NEWS LETTERS as long as you give us credit for the information.