Susan: I asked you to be on today, Chris because I have a lot of my clients who talk to me about amending their bylaws. I’ve also had several clients come to me about suspending their bylaws and so I thought that I would bring an expert on to talk about this subject, so lets talk a little about suspending an organizations bylaws. So, can you suspend your bylaws?
Chris: Lets think about it from just a logic perspective, If your bylaws really frame how the organization functions, so it’s the structural piece of the organization. If you were able to actually suspend them, under what rules would you be working once you get rid of that very structure? None. Exactly. And so from that perspective, the idea of in totality suspending your bylaws is ridiculous. There’s just no way to suspend the entire document because you have no rules in which the organization is functioning.
Susan: Okay so I’m just going to put it out there loud and proud, you cannot suspend your organizations bylaws, because then you would be operating under nothing. You would be operating under anarchy right? Good Luck, because how would you re-instate them? You would be in a world of hurt. Why do people want to suspend bylaws? Why do you hear that?
Chris: I think that people are looking to suspend because there are certain elements in the bylaws that they would like to see change. Sometimes they want to see them change just on a short-term basis, which really doesn’t work when you’re talking about the structure of your organization. So, yeah they’re looking to get something changed in most cases and they’re not sure how to really go about it.
Susan: Okay, they’re looking for kind of a radical way to do it. “Ill just suspend the bylaws and that way we’ll be able to do whatever we want” So then what about the idea of amending the bylaws, I know people will come in and be seated in office and then they’ll want to amend their bylaws. How does someone go about doing that?
Chris: Well and I think that in most cases I’ve seen, when they talk about amending the bylaws they’re really talking about extensive changes to the document, sometimes I think that bylaws are a lot like dust magnets, they tend to collect more and more pieces as they move through the ages until you’ve got this giant, unwieldy thing and you really aren’t sure how its supposed to work? And people are often times afraid to sit back and say, “Okay how do we really put together a wholesale change of this so that it makes sense. How to shake out the dust and get back to what the organization should really be about. So there are two processes one is the basic amendment process, I mean if you’re looking at one or two changes to the document, then you can use the regular amendment process that’s identified for changing your bylaws.
Susan: Okay so lets just walk through that process real quickly.
Chris: In most cases, now it’s going to be specific to every organization and what their bylaws say about how the bylaws are going to be amended. But its usually going to require some sort of previous notice So that at a meeting someone will make the announcement that at our next meeting I intend to introduce this amendment and then they need to give the full text of that amendment, that’s called providing notice or previous notice so that all members know that you’re going to make a significant change to the structure of that organization.
Susan: Okay so providing that notice, letting everyone else knows what’s going on. And so what happens next?
Chris: Then at the meeting itself, those amendments would be brought forward for the bylaws, assuming now that everyone has had fair notice so they can be at that meeting where its going to be discussed it would be debated as any other motion or amendment would be debated, the important thing to understand though, because of the previous notice, only those amendments that were identified in the notice can actually be discussed as part of that amendment process.
Susan: And that’s part of why you said if you only have one or two or three changes, if you’re making a small amount of changes, then you can do it this way. And you can only really talk about those changes that were presented previously.
Chris: The second approach is more substantial and the one I recommend more often because in most cases, groups are looking to make sweeping changes. If you’re looking at more than two or three small changes, you really want to be talking about revising, or offering a revision of your bylaws. Its important to understand that revision is a wholesale replacement of your document.
Susan: I like what you said, it’s a wholesale replacement, so you are actually revising that entire document.
Chris: Right, and the reason you may be doing that is to go in and find every single instance of an amendment, things you need to change, would be so confusing and so monumental a task, that its easier to just go back to square 1 and re-write the document, and then offer that. Similarly, you would have to have previous notice to let people know you’re offering a revision. And the difference at the meeting is that you go through that revised document in what they call seriatim. Which means paragraph by paragraph. So there is a motion that’s made first of all to accept the revision, but then the discussion becomes literally reading through the document, and offering members the opportunity to amend each of those paragraphs as you go through it and so the amendment to that new revision is made, its debated, its resolved before moving on to the next section.
Susan: And you’re doing it section by section, paragraph by paragraph, making those amendments, those small changes, and then its voted on. What type of vote do the amendments need?