Bylaw Consulting

Should we try to get through a bylaw revision or amendment on our own before we hire a parliamentarian?

Consulting on bylaw revisions for organizations is one of the staples of our business.  We have worked on bylaws that have not been touched for 50 years and revisions that were done two months ago and have to be redone because they do not say what the membership wants them to say.  We recommend consulting a parliamentarian for an amendment but fully engaging the parliamentarian when a complete revision is contemplated.  Just because your organization has done things a certain way or under certain practices (customs) does not mean that it is properly codified in your bylaws so it will withstand a parliamentary or legal challenge.

Our bylaws have been in place for a long time and they are adequate, why should we do a bylaw revision?

If your bylaws have been in place for a long time, they are either adequate (but probably outdated) or have not been tested.  Its like a parachute, you don’t need them until you NEED them.  It is always better to spend a little money upfront as a preventive measure rather than potentially spending a lot of money down the road because the assembly acted in congruence with a long established custom but that custom was contrary to the writing in the bylaws.

Who has what power, to do what action, is usually never questioned until it needs to be questioned. We have reviewed bylaws where the quorum requirement was unreachable either because the membership required to attain a quorum were deceased or because of changes in the membership, were simply impossible.  It is our job to not let an organization paint itself into those kinds of corners. Having written a lot of documents, we also find that what writers mean and what they write are, on occasion, very different things.  Words in the parliamentary sense mean different things.  In the parliamentary sense, if you write that “an officer serves for 2 years and until their successor are elected” versus ” an officer serves for 2 years or until their successors are elected” mean very different things.  In the first example,  the “and” indicates that the organization only wants to permit the removal of officers for cause, through disciplinary proceedings that may involve a formal trial.  In the second example, the “or” indicates that the organization wishes to permit their removal at the pleasure of the assembly as a result of a “two-thirds vote, a majority vote  when previous notice has been given, or a vote of a majority of the entire membership-anyone of which will suffice.”  RONR (11th ed.) p. 574 l. 8-15 The second requirement is much less cumbersome on the assembly than the first.

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