When should an organization revise the Bylaws? How to revise bylaws?
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 1 January 1997
I promised you another newsletter about Bylaws. This issue will discuss how to proceed with a bylaw revision.
WHAT IS A BYLAW REVISION AND WHEN SHOULD AN ORGANIZATION REVISE THE BYLAWS?
A bylaw revision is a major overhaul of the bylaws. It is done when there are too many changes to be made through the amending process. Organizations should be constantly reviewing their bylaws to see if it meets their current needs. If an organization is changing rapidly either through growth or through decline, they may need to be amending the bylaws yearly.
If an organization feels they need to "revise" the bylaws, then it should be approached this way.
A bylaw committee is appointed with the instruction to revise the bylaws.
This should be a large committee with many views represented. Members should be notified that a committee is meeting to revise the bylaws and be invited to submit changes to the committee for consideration. Considering the membership's suggestions in the committee can save time when the revision is presented to the membership.
Robert's suggests several subcommittees -- one subcommittee to draft the bylaws, another subcommittee to look for inconsistencies, make the style uniform and make sure that everything relating to a single subject is placed in the same or adjacent articles, and still another subcommittee to edit for punctuation, grammar and spelling.
A word of warning: If an organization is incorporated, the bylaws must be consistent with the Corporate Charter. Check to see if the names on both documents agree. Also check to insure that meeting dates, officers, number of board members, etc. are the same.
In one organization, the members found that the Corporate Charter had set the dates for the meetings that were very different from the bylaws. The members decided to amend the Corporate Charter and state "There shall be an Annual Meeting and any additional meetings as may be provided in the bylaws of this Association." This left it to the bylaws to state the dates of the regular business meetings. If you do amend your Corporate Charter, first check with the Secretary of State's office in which the organization is incorporated to see how difficult it is to amend the Corporate Charter. Last fall a man said that in the state in which he lived, it was almost impossible to amend the Corporate Charter. In Indiana it is very easy. The organization needs to follow its amendment procedure stated in the Corporate charter and then pay a small fee when filing it with the state.
In writing bylaws, try to stay away from "legalese" and keep it simple for all to understand. In Henry A. Davidson"s book, HANDBOOK OF PARLIAMENTARY PROCEDURE, page 181, he states, "Legal language is not used in the constitution of a professional, scientific, civic, or technical organization. Lawyers use duplicate words with slightly varying shades of meaning in order to plug up every possible loophole; hence they use such expressions as 'cease and desist', 'null and void', 'give and bequeath', 'agree and covenant', 'confirm and ratify', and many other pairs. There is no need for such doubletalk in the constitution of a body that has no law-making powers." He also recommends using the simple future or simple present verb tense. This book is an interesting resource for writing bylaws. However, it is out of print but your library may have it. Many of his ideas conflict with Robert's Rules but he has some very helpful suggestions about writing bylaws.
Another thing to watch out for is: Do your bylaws have parliamentary procedures in them? Unless the organization wants to do something very different from Robert's Rules then don't have parliamentary procedures in the bylaws. Many times these parliamentary rules conflict with Robert's and basic democratic procedures like the following:
- Giving the president veto power over the assemblies decisions.
- Setting an organization up (student bodies do this) like the Congress of the United States.
- Giving the parliamentarian the only right to make rulings (a student governing body has this in the bylaws.)
- Stating that when an amendment or revision is presented to the assembly for consideration it can't make further changes.
- Allowing the President to appoint the nominating committee.
In reviewing bylaws from a church in Kenya, the person writing them included such rules as: "stand when speaking and addressing the chair"... "the chairman shall restrict discussion to the subject immediately under consideration"; and many other parliamentary rules that are explained in Robert's Rules. The people in this church probably were unfamiliar with Robert's Rules and that is why these rules were put in the bylaws. However, the person writing them should have written a separate pamphlet explaining basic rules of conducting the meeting and left them out of the bylaws.
Include the following to avoid some of the most common mistakes found in bylaws:
- Explain the nominating procedure.
- State when dues are due and what are the penalties for being late or for non-payment.
- State the standing committees and allow for the appointment of special committees.
- Have a clause for removing officers; or include the phrase “or until their successors are elected.”
- Include a clause to cancel and reschedule meetings in case of an emergency or inclement weather.
- Include a quorum number for meetings, board meetings and committee meetings.
- Provide for special meetings and who may call them.
- Include a clause to conceal or reschedule meeting.......at the end of that clause put: “Be sure to state how the members are notified of the rescheduled meeting.”
Finally, before presenting your bylaws to the members, hire a parliamentarian to review them.