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Article 11-C. Various Types of Governing Documents.

67. Constitutions, Bylaws, Rules of Order, and Standing Rules

68. Amendments of Constitutions, Bylaws and Rules of Order

67. Constitutions, Bylaws, Rules of Order, and Standing Rules.

The rules of an organization, in a majority of cases, may be conveniently divided into these four classes, though in some organizations all the rules are found under one of these heads, being called either the constitution, or the bylaws, or the standing rules.

Such provisions in regard to the constitution, etc., as are of a temporary nature should not be placed in the constitution, etc., but should be included in the motion to adopt, thus: "I move the adoption of the constitution reported by the committee and that the four directors receiving the most votes shall serve for three years, the four receiving the next largest numbers shall serve for two years, and the next four for one year, and that where there is a tie the classification shall be by lot;" or, "I move the adoption, etc....... and that Article III, shall not go into effect until after the close of this annual meeting." Or, if the motion to adopt has been made, it may be amended so as to accomplish the desired object.

Constitutions. An incorporated organization frequently has no constitution, the charter taking its place, and many others prefer to combine under one head the rules that are more commonly placed under the separate heads of constitution and bylaws. There is no objection to this unless the bylaws are elaborate, when it is better to separate the most important rules and place them in the constitution. The constitution should contain only the following:

(1) Name and object of the organization.
(2) Qualification of members.
(3) Officers and their election.
(4) Meetings of the organization (including only what is essential, leaving details to the bylaws).
(5) How to amend the constitution.

These can be arranged in five articles, or, the first one may be divided into two, in which case there would be six articles. Usually some of the articles should be divided into sections. Nothing should be placed in the constitution that may be suspended, except in the case of requiring elections of officers to be by ballot, in which case the requirement may be qualified so as to allow the ballot to be dispensed with by a unanimous vote when there is but one candidate for the office. The officers and board of managers or directors of an organization that meets only annually in convention, and the chairmen of such committees as it has authorized and has required to report to the convention, should be, if present at the convention, ex-officio members thereof, and provision for this should be made in the constitution. The constitution should require previous notice of an amendment and also a two-thirds or three-fourths vote for its adoption. Where the meetings are frequent, an amendment should not be allowed to be made except at a quarterly or annual meeting, after having been proposed at the previous quarterly meeting. [See Amendments to Constitutions, etc., 68.]

Bylaws should include all the rules that are of such importance that they cannot be changed in any way without previous notice, except those placed in the constitution and the rules of order. Few organizations adopt any special rules of order of their own under that name, contenting themselves with putting a few such rules in their bylaws and then adopting some standard work on parliamentary law as their authority. When an organization is incorporated the charter may take the place of the constitution, and in such a case the bylaws would contain all the rules of the organization, except those in the charter that cannot be changed without previous notice. The bylaws should always provide for their amendment as shown in 68, and also for a quorum,64. If it is desired to permit the suspension of any by-law it should be specifically provided for. Bylaws, except those relating to business procedure, cannot be suspended, unless they expressly provide for their suspension. Bylaws in the nature of rules of order may be suspended by a two-thirds vote, as stated in 22.

The duties of the presiding and recording officers of a deliberative assembly are defined in 58 and 59. But in many organizations other duties are required of the president and the secretary, and these, together with the duties of the other officers, if any, should be defined in the bylaws. If an organization wishes to provide for honorary officers or members, it is well to do so in the bylaws. Unless the bylaws state the contrary, these positions are simply complimentary, carrying with them the right to attend the meetings and to speak, but not to make motions or to vote. Honorary presidents and vice presidents should sit on the platform, but they do not, by virtue of their honorary office, preside. An honorary office is not strictly an office, and in no way conflicts with a member's holding a real office, or being assigned any duty whatever, the same as if he did not hold the honorary office. Like a college honorary degree, it is perpetual, unless rescinded. So it is proper, where desired, to include in the published list of honorary officers the names of all upon whom the honor has been conferred, even though deceased.

Rules of Order should contain only the rules relating to the orderly transaction of business in the meetings and to the duties of the officers. There is no reason why most of these rules should not be the same for all regular organizations, and there is a great advantage in uniformity of procedure, so far as possible, in all organizations all over the country. Organizations should, therefore, adopt some generally accepted rules of order, or parliamentary manual, as their authority, and then adopt only such special rules of order as are needed to supplement their parliamentary authority. Every organization, in its bylaws or rules of order, should adopt a rule like this: "The rules contained in [specifying the work on parliamentary practice] shall govern the organization in all cases to which they are applicable, and in which they are not inconsistent with the bylaws or the special rules of order of this organization." Without such a rule, any one so disposed can cause great trouble in a meeting.

Standing Rules should contain only such rules as may be adopted without previous notice by a majority vote at any business meeting. The vote on their adoption, or their amendment, before or after adoption, may be reconsidered. At any meeting they may be suspended by a majority vote, or they may be amended or rescinded by a two-thirds vote. If notice of the proposed action was given at a previous meeting or in the call for this meeting, they may be amended or rescinded by a majority vote. As a majority may suspend any of them for that meeting, these rules do not interfere with the freedom of any meeting and therefore require no notice in order to adopt them. Generally they are not adopted at the organization of an organization, but from time to time as they are needed. Sometimes the bylaws of an organization are called standing rules, but it is better to follow the usual classification of rules as given in this section. The following is an example of a standing rule:

Resolved, That the meetings of this organization from April 1 to September 30 shall begin at 7:30 P.M., and during the rest of the year at 8 P.M.

No standing rule, or resolution, or motion is in order that conflicts with the constitution, or bylaws, or rules of order, or standing rules.

68. Amendments of Constitutions, Bylaws, and Rules of Order.

Constitutions, bylaws, and rules of order, that have been adopted and contain no rule for their amendment, may be amended at any regular business meeting by a vote of the majority of the entire membership; or, if the amendment was submitted in writing at the previous regular business meeting, then they may be amended by a two-thirds vote of those voting, a quorum being present. But each organization should adopt rules for the amendment of its constitution, bylaws, and rules of order, adapted to its own case, but always requiring previous notice and a two-thirds vote. Where assemblies meet regularly only once a year, the constitution, etc., should provide for copies of the amendment to be sent with the notices to the members or the constituency, instead of requiring amendments to be submitted at the previous annual meeting.

The requirements should vary to suit the needs of each assembly, always providing for ample notice to the members or the constituency. In organizations having very frequent meetings, and also monthly or quarterly meetings more especially devoted to business, it is well to allow amendments to the bylaws, etc., to be adopted only at the quarterly or annual meetings. In specifying when the amendment must be submitted, "the previous regular meeting" should be used instead of "a previous regular meeting," as in the latter case action on the amendment might be delayed indefinitely to suit the mover, and the object of giving notice be defeated.

In prescribing the vote necessary for the adoption of an amendment, the expression "a vote of two-thirds of the members should never be used in regular organizations, especially in large organizations with quorums smaller than a majority of the membership, as in such organizations it is seldom that two-thirds of the members -- that is, two-thirds of the entire membership -- is ever present at a meeting. If it is desired to require a larger vote than two-thirds (that is, two-thirds of the votes cast, a quorum being present), the expression "a vote of two-thirds of the members present," should be used. Instead of submitting the amendment in writing, sometimes only notice, or written notice, of an amendment is required. Unless the notice is required to be in writing it may be given orally. In any case, only the purport of the amendment is necessary, unless the rule requires that the amendment itself shall be submitted.

If a committee is appointed to revise the bylaws and report at a certain meeting, this would be all the notice required, and the amendments could be immediately acted upon, if the bylaws required only previous notice of an amendment. But if they required the amendment, or "notice of such amendment," to be submitted at the previous regular meeting, the revision could not be taken up until the next regular meeting after the committee had submitted its report. The committee may submit a substitute for the bylaws unless it is limited as to its report, as a substitute is an amendment. Great care should be exercised in amending constitutions, etc., to comply with every rule in regard to their amendment.

An amendment to the constitution, or anything else that has already been adopted, goes into effect immediately upon its adoption, unless the motion to adopt specifies a time for its going into effect, or the assembly has previously adopted a motion to that effect. While the amendment is pending, a motion may be made to amend by adding a proviso similar to this, "Provided, that this does not go into effect until after the close of this annual meeting." Or, while the amendment is pending, an incidental motion may be adopted that in case the amendment is adopted it shall not take effect until a specified time. This requires only a majority vote.

Amending a proposed amendment to the constitution, etc., may be accomplished by a majority vote, without notice, subject to certain restrictions. The assembly is not limited to adopting or rejecting the amendment just as it is proposed, but no amendment is in order that increases the modification of the rule to be amended, as otherwise advantage could be taken of this by submitting a very slight change that would not attract attention and then moving the serious modification as an amendment to the amendment.

Thus, if the bylaws placed the annual dues of members at $2.00, and an amendment is pending to strike out 2 and insert 5, an amendment would be in order to change the 5 to any number between 2 and 5; but an amendment would not be in order that changed the 5 to any number greater than 5 or less than 2. Had notice been given that it was proposed to increase the dues to more than 5 dollars, or to reduce them below 2 dollars, members might have been present to oppose the change, who did not attend because they were not opposed to an increase as high as 5 dollars. The same principle applies to an amendment in the nature of a substitute, the proposed substitute being open to amendments that diminish the changes, but not to amendments that increase those that are proposed, or introduce new changes. Thus, if an amendment is pending, substituting a new rule for one that prescribes the initiation fee and annual dues, and the substitute does not change the annual dues, then a motion to amend it so as to change the annual dues would be out of order. The notice must be sufficiently definite to give fair warning to all parties interested as to the exact points that are to be modified. The proposed amendment is a main motion, and that is the only question before the assembly. It is subject to amendments of the first and second degree, like other main motions, and no amendment that is not germane to it is in order.

An organization can amend its constitution and bylaws so as to affect the emoluments and duties of officers already elected, or even to do away with the office altogether. If it is desired that the amendment should not affect officers already elected, a motion to that effect should be adopted before voting on the amendment; or the motion to amend could have added to it the proviso that it should not affect officers already elected. There is something in the nature of a contract between an organization and its officers which either one can modify to some extent, or even terminate, but it must be done with reasonable consideration for the other party. A secretary, for instance, has no right to refuse to perform his duties on the ground that he has handed in his resignation. On the other hand, the organization cannot compel him to continue in office beyond a reasonable time to allow for choosing his successor.

Care should be exercised in wording the sections providing for amending the constitution, etc, to avoid such tautology as "amend, or add to, or repeal," or "alter or amend," or "amend or in any way change." The one word amend covers any change whatever in the constitution, etc., whether it is a word or a paragraph that is added or struck out, or replaced by another word or paragraph, or whether a new constitution, etc., is substituted for the old one.

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