Amending Constitution

[emb021]

Originally Posted by MysticCat

Who makes this recommendation? I can tell you that no organization of any size that I am connected with follows has bylaws only. While I see your point on "countries have constitutions, organizations have bylaws," I don't know that I agree with it. (Especially since, as I said, every organization I am connected with has both. )

Pick up a copy of Robert's Rules of Order, Newly Revised. It states that it used to be the practice to have 2 docs: a constitution and a set of bylaws. But groups found that unwealdy and went to one doc first called constitution & bylaws, and then just bylaws. All works from parliamentary groups recommend the use of just bylaws. And that's what they cover. You'll see templates for bylaws and such, but I don't recall anything on the use of constitutions.

Let's see. My fraternity has a National Bylaws. We went from having a constitution and bylaws at our Constituational Convention back in the 60s. We also expect only bylaws from our Chapters.

Both the National Association of Parliamentarians and the American Institute of Parliamentarians only have National Bylaws and expect their chapters to have just a set of bylaws.

Toastmasters International has just Bylaws.

In fact, I don't think any of the organizations I'm a member of has a separate constitution and bylaws. One has a single document called constitution and bylaws, but that's it.

Should I go on?

Yes, there are still orgs out there who use separate consitutions and bylaws. In most cases they are orgs have been around before the 1960s or so. But current practice, as reflected by the materials put out by the national parliamentary organizations are to just have bylaws.

So what is the suggested benefit of having bylaws only?

IMO, simplicity.

Too much of a problem to have to amend both, when it is easier to combine into a single document.


I'm going to have to run your definition of constitutions and bylaws by my professional parliamentarian friends and see what they think.

[MysticCat]

Originally Posted by emb021

Should I go on?

LOL, no you don't need to. I believe you. Like I said, though, every organization of any size of which I am part that I can think of has two documents. Since this is GC, I'll note that my Fraternity has a Constitution and General Regulations (bylaws).

IMO, simplicity.

Too much of a problem to have to amend both, when it is easier to combine into a single document.

See, this is where I'm having problems with the rationale. It's supposed to be difficult to amend a constitution; bylaws should be easier to amend. The idea is that a constitution contains those basic, framework aspects of an organization -- name, purpose, basic structure, etc. -- that the group considers foundational to who they are and how they function. The whole idea is that a simple majority present and voting at any given meeting should not, for example, be able to change the name or purpose of the organization. That's why super-majorities and, perhaps, ratification by constituent groups is required -- to make sure that there is widespread buy-in on a change of such of significance. That's why I would have a problem with just having bylaws.

I'm going to have to run your definition of constitutions and bylaws by my professional parliamentarian friends and see what they think.

I'd be interested (noting, of course, that parliamentary procedure first developed in a system without a written constitution ).

[emb021]

Originally Posted by MysticCat

See, this is where I'm having problems with the rationale. It's supposed to be difficult to amend a constitution; bylaws should be easier to amend. The idea is that a constitution contains those basic, framework aspects of an organization -- name, purpose, basic structure, etc. -- that the group considers foundational to who they are and how they function. The whole idea is that a simple majority present and voting at any given meeting should not, for example, be able to change the name or purpose of the organization. That's why super-majorities and, perhaps, ratification by constituent groups is required -- to make sure that there is widespread buy-in on a change of such of significance. That's why I would have a problem with just having bylaws.

Ok, I understand. But here's the thing.

You should not be able to change bylaws with a 'simple majority'!! (FYI-neither 'simple majority' or 'super majority' are not a proper parliamentary terms, tho I understand you mean majority and 2/3rd majority).

If you read RONR, its quite clear that at a minimum, organizations need to make bylaws difficult to change on a whim (when groups had constitutions, they were even more difficult to change vs bylaws). I think the assumption of RONR is that at a minimum, bylaw amendments should require prior notice (ie you send out to your organization atleast a week or more in advance of the meeting) and requiring a 2/3rd vote of those present. (this is what my parliamentarian club requires) Organizations could have higher requirements for amendment, such as requiring a majority of members to approve (not just a majority present) or the like. For instance with my National Fraternity, changes to our National Bylaws require submission 90 days before our National Convention, which must then go thru reference committees of voting delegates at the committee before they could come to the legislative session, where they require a 3/4 vote for approval. I think many national orgs with regular national conventions follow a similiar process.

There is another document that organizations have that can be changed with a majority vote at a meeting, and that's your standing rules. I've found in a couple of cases were groups have confused constitution & bylaws with bylaws & standing rules. (only example I found was the YMCA's Hi-Y group, that had a set of sample separate 'constitution & bylaws' docs which read like 'bylaws & standing rules'). What you are speaking of being in a constitution is what is today put in bylaws. But what 'constitutes' the group is the purpose of a groups articles of associations/incorporation (yes, this is *usually* a legal document, but that's its purpose).

The standard articles of bylaws are: Name, Object, Members, Officers, Meetings, Executive Board/Committee, Committees, Parliamentary Authority, Amendments. btw.

As noted, all works by parliamentarians have orgs creating bylaws NOT consititutions. Are there groups out there still using separate consitutitions and bylaws. Sure. I believe a few of my org's chapters still do this. And I bet that most if not all of the groups that still do this were established before the 1960s. (the chapter who do this are all older chapters...)

[MysticCat]

I think I see what is going on. What you (and RONR) would call bylaws, I (and groups I have been part of) would call a constitution. What you (and RONR) would call standing rules, I (and groups I have been part of) would call bylaws or some other similar term.

Originally Posted by emb021

But what 'constitutes' the group is the purpose of a groups articles of associations/incorporation (yes, this is *usually* a legal document, but that's its purpose).

Okay, we're drifting into esoterica here, but as a lawyer, I think I would disagree with this. If you're talking about a business, that I could buy the idea that the Article of Incorpotation essentially creates the business. But I don't think that's the case with voluntary associations. Articles of Association/Incorporation do not, in and of themselves, create an organization. Articles of Association/Incorporation confer on an organization a specific legal status it otherwise would not have. I can think of many organizations that went for years -- decades, even -- without being incorporated. All that meant was that they did not have the legal status (benefits and obligations) of a corporation.

Meanwhile, the etymologist in me can't help noting that "constitution" and "constitute" come from the same root word.

But it's all interesting. Thanks!