Amending Constitution

[GammaDelt]

I know I'm coming across as an idiot, but is there a proper way to amend our Constitution? I'm just not sure how to notate a change in bylaws/amendment.

[MysticCat]

Originally Posted by GammaDelt

I know I'm coming across as an idiot, but is there a proper way to amend our Constitution? I'm just not sure how to notate a change in bylaws/amendment.

In my experience, a constitution specifically states how it can be amended. If it doesn't, then it should. (Same goes for bylaws.)

As a general rule, bylaws can typically be amended by simple majority vote, while a constitution typically requires a supermajority and, perhaps, more than one vote.

[GammaDelt]

Thanks for this info, but I was actually more concerned about it's notation. Am I supposed to notate what bylaw the amendment affects?

[Psi U MC Vito]

Bylaws and your constitution are usually separate entities. The Constitution is a general outline, while the bylaws are more specific, though easier to amend.

[Matsimela]

Originally Posted by Psi U MC Vito

Bylaws and your constitution are usually separate entities. The Constitution is a general outline, while the bylaws are more specific, though easier to amend.

I agree

Also, just fyi, your constitution should be designed so that you dont need to make amendments to it. Its supposed to be a general overview of how things are supposed to work (from my experience in several different types of orgs).
As far as notation goes, I would imagine that if something you changed in your constitution effected the language or content of your bylaws, then when its presented and voted on, that concern should be presented as well. In turn, once the vote is passed, then the language/content should be changed in both and the date of amendment logged on both documents.

[MysticCat]

Originally Posted by GammaDelt

Thanks for this info, but I was actually more concerned about it's notation. Am I supposed to notate what bylaw the amendment affects?

As others have said, amendments to a constitution do not affect bylaws per se. If a constitutional amendment renders a provision of the bylaws out of whack, then the bylaws also have to be amended to conform to the constitution.

In many organizations, the constitution and/or bylaws will be annotated. That is to say, after a specific provision, you might see something along these lines:

NOTE: Amended by the 2009 Convention to change the requirement for amending the Contitution from a three-fourths majority vote to a two-thirds majority vote.

Originally Posted by Matsimela

Also, just fyi, your constitution should be designed so that you dont need to make amendments to it. Its supposed to be a general overview of how things are supposed to work (from my experience in several different types of orgs).

I wouldn't go quite that far. You're quite right that a constitution is supposed to provide a general framework not get into details. The bylaws are for the details. That said, I think any constitution is (or should be) designed with the understanding that amendments will be needed from time to time. That's why they should always contain provisions on how to amend.

[emb021]

Originally Posted by GammaDelt

I know I'm coming across as an idiot, but is there a proper way to amend our Constitution? I'm just not sure how to notate a change in bylaws/amendment.

First off, a little FYI. Using separate constitution and bylaw documents is no longer standard parliamentary practice and hasn't been since the 1960s or so. Organizations are recommended to have a single document called bylaws. There would still be your articles of association/incorporation, and your standing rules. As someone said "countries have constitutions, organizations have bylaws".

Now, as to your question.

Am going to make an assumption about what I think you are asking. You want to make some change in your consitition. Are you asking how to put forth your proposal? I would recommend the following:

Note clearly what is the current wording: Note the article and what it currently says.

Then note what/how you want to change it (add, remove, replace).

Then note how it will read after the change.

(giving all 3 will help you members who may get confused by the changes and not be clear about the final result)

Then, to make it easier for your members, state in one sentence what you are doing, THEN follow that up with a paragraph or so explaining what you are doing and why. Don't go overboard with your explanation. Use your discussion period at your meeting for that.

As noted, your constitution should state how to amend it. Usually you are required to submit proposed amendements in advance to the group prior to putting it to a vote. At that time members will have a change to discuss the item and make their vote. Your constitution will give how to submit it, and what vote is needed (almost always, changes to constitutions/bylaws need more then a majority of members present to approve, so be sure everyone knows what is needed, especially your president).

If your organization has a parliamentarian, I would hope they could help you with this. If not, see if there is someone at your school who is a parliamentarian (ideally someone who really knows parliamentarian procedure ). Or as a last resort, see if there is a local chapter of the National Association of Parliamentarians or the American Institution of Parliamentarians. Their members could also help you.

Hope this helps.

[MysticCat]

Originally Posted by emb021

First off, a little FYI. Using separate constitution and bylaw documents is no longer standard parliamentary practice and hasn't been since the 1960s or so. Organizations are recommended to have a single document called bylaws. There would still be your articles of association/incorporation, and your standing rules. As someone said "countries have constitutions, organizations have bylaws".

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. )

A constitution and bylaws serve two different functions. A constitution "constitues" the organization -- it essentially creates it and provides the framework with which it will function. A constitution provides rules of general application. Bylaws, by definition, are "laws" of limited application to deal with nuts and bolts.

Articles of Incorporation are a whole 'nother animal together. They simply confer legal status as an entity and describe what is necessary for the legal status to be maintained. Though many organizations have them, they are not required to have them.

So what is the suggested benefit of having bylaws only?

[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 ).

[AGDee]

We have a Constitution for the International Fraternity and individual alumnae and collegiate chapters have bylaws, which are based on suggested guidelines but have room for customizing them to specific chapters' circumstances.

[GammaDelt]

Originally Posted by emb021

First off, a little FYI. Using separate constitution and bylaw documents is no longer standard parliamentary practice and hasn't been since the 1960s or so. Organizations are recommended to have a single document called bylaws. There would still be your articles of association/incorporation, and your standing rules. As someone said "countries have constitutions, organizations have bylaws".

Now, as to your question.

Am going to make an assumption about what I think you are asking. You want to make some change in your consitition. Are you asking how to put forth your proposal? I would recommend the following:

Note clearly what is the current wording: Note the article and what it currently says.

Then note what/how you want to change it (add, remove, replace).

Then note how it will read after the change.

(giving all 3 will help you members who may get confused by the changes and not be clear about the final result)

Then, to make it easier for your members, state in one sentence what you are doing, THEN follow that up with a paragraph or so explaining what you are doing and why. Don't go overboard with your explanation. Use your discussion period at your meeting for that.

As noted, your constitution should state how to amend it. Usually you are required to submit proposed amendements in advance to the group prior to putting it to a vote. At that time members will have a change to discuss the item and make their vote. Your constitution will give how to submit it, and what vote is needed (almost always, changes to constitutions/bylaws need more then a majority of members present to approve, so be sure everyone knows what is needed, especially your president).

If your organization has a parliamentarian, I would hope they could help you with this. If not, see if there is someone at your school who is a parliamentarian (ideally someone who really knows parliamentarian procedure ). Or as a last resort, see if there is a local chapter of the National Association of Parliamentarians or the American Institution of Parliamentarians. Their members could also help you.

Hope this helps.

Thank you so much. This answers my question exactly. In fact, we do only have bylaws - we were founded much later than most NPCs.

Thanks everyone! You GCers are so supportive and amazing

[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!

[GammaDelt]

Are the amendments a seperate document then? Or are the amendments applied directly to the orginal text?