14 - Bylaws
The article provides information on bylaws, corporate charters, standing rules, affiliated organizations, and a suggested form for creating bylaws. Bylaws are defined as a document that contains the basic rules for governing an organization. They should be concise, clear, and easy to use, and they should not be unduly restrictive. Bylaws must be consistent with legal requirements and current practices. The article also mentions that incorporation is necessary for organizations to own property, make legally binding contracts, or inherit legacies, and a corporate charter should be obtained from an attorney and processed according to legal requirements. The corporate charter supersedes all other rules of the organization.
Standing rules are administrative rules that can be adopted without previous notice and can be rescinded or amended without notice. Affiliated organizations must comply with the bylaws of the parent organization, but should not adopt provisions that have no local application. The suggested form for bylaws includes sections for the name and purpose of the organization, membership, officers, meetings, board of directors, executive committee, committees, parliamentary authority, amendment procedures, and dissolution.
The article also discusses the process for changing bylaws. Bylaws can be changed through amendment or revision. Amendments only open specific sections to change, while revisions involve rewriting the entire document. Bylaws usually require previous notice and a two-thirds vote for change. Proposed amendments should be specific and indicate whether they are for amendments or a revision. Proposed amendments can be presented with multiple alternatives, with the least inclusive amendment presented first. Proposed amendments can be amended by majority vote at the meeting. Close votes should be counted and recorded. Amendments to amendments are limited to the scope of the notice given. Bylaw amendments become effective immediately upon adoption and cannot be reconsidered, unless a motion to adopt contains a proviso.
The article recommends that bylaw revisions or a series of amendments be presented by paragraphs to save time in the voting process. The proposed revision or amendments are debated and amended separately and in order, with one vote taken at the end. The article also provides a suggested script for the presiding officer to use during the voting process.
The article concludes by recommending that written notice of proposed bylaw amendments be clear and provide the reasons for the changes. It suggests using a three-column form to indicate the proposed amendments, how the amended section will read, and the rationale for the change.
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