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									BYLAWS, AMENDING and REVISING
Ignoring the rules of an assembly can be just as disastrous as ignoring the rules of the road. If each driver used good common sense and did what he thought best, no one would reach his destination – at least not in one piece. SPOTLIGHT on BYLAWS, NAP Leadership Handbook, 1993

Bylaws are rules adopted and maintained by an organization to define and direct its internal structure and management. Bylaws describe the relationships, the rights, and the obligations of members, directors, and staff. Bylaws define the primary characteristics of the organization, serving as the fundamental instrument establishing an organization which is compliant with all higher ranking rules and regulations. The bylaws establish the way the organization is to be governed. They provide order and reason to the operation and administration of the organization. The bylaws specify how the organization is structured, what the purpose is, how it will be accomplished, and how many members must be present to establish a quorum, to make a legally binding decision. Bylaws give protection to the members whether they are present or absent when decisions are made. Bylaws detail specific rights of the members of all classes, spell pit the duties of the officers, detail how decisions cam be made, and provide the votes needed to reach a decision It is clear organizations today encounter many challenges when amending or revising their bylaws. In addition to the long-standing issues of clarity, exactness of language, and eliminating ambiguity, contemporary issues must be considered. Composing bylaws is different from ordinary writing in that it requires tight clarity and precision in word choice, sentence structure, and punctuations. While many people prefer plain, simple, easy-to-understand language, it is more important that the meaning is beyond dispute and how it is to be applied is a more important consideration than readability. The latter must be sacrificed when both cannot be achieved. Each sentence should be carefully written so as to be impossible to quote out of context. Either its complete meaning should be clear without referring to sentences before or after, or it should be worded so compel the reader to refer to the adjoining sentences.
PATHWAYS TO PROFICIENCY: A Guide to Writing, Amending and Interpreting Bylaws, 2nd Edition-2007, by the National Association of Parliamentarians® pp 2-61

DRAFTING ORIGINAL BYLAWS Drafting original bylaws should be done by a committee of competent people concerned with the creation of the new organization. This document will be of utmost importance, should be as correct as possible, and should conform to the purposes that brought about the desire to create a new organization in the first place. The committee should be large and should include those who have a special interest in the organization, who can write well using proper language and good grammar, and who have an interest in the rules of the society. The services of a parliamentarian would by invaluable. If the group plans to incorporate, an attorney will be needed. Once prepared, the final draft should be agreed to by a majority of the committee before it is presented to the group for consideration. Adopted bylaws become a legal document. Therefore, there must be no misunderstanding as to what was agreed to. Bylaws must be subject to only one interpretation. This requires precise vocabulary, sentence structure, and punctuation. If some rules permit exceptions, those should be noted. Bylaws are best written in outline form in preference to narrative style. This provides for more rapid reference to the articles contained in them. Verbosity and repetition should be avoided.
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AMENDING On occasion there arises a need to alter an adopted bylaws, such as a change in the dues structure or membership requirements. Bylaws should provide how the document may be amended including who can propose amendments, the notice required, and the vote required for adoption. Amendments to bylaws should require previous notice (to protect absentees) and usually require a two-thirds vote to adopt. The proposed amendment to a bylaw may itself be amended, which requires only a majority vote. Amendments must be germane to the original bylaw and must apply directly to that part to be amended. Any form of amendment is in order. To help members understand what it is they are voting on, a proposed amendment should be printed together with the existing bylaw, and a statement should be given explaining the reason for the proposed change. No amendments to a pending proposed amendment are in order which propose a change beyond the scope of notice, usually defined as the limits set by the original bylaw and the proposed amendment. As an example: The existing bylaw requires dues of $5. The proposed amendment is to raise the dues to $10. It is not in order to amend the amendment to an amount less than $5 or more than $10. A bylaw amendment, if adopted, goes into effect immediately unless it is provided otherwise.

REVISION Sometimes when many amendments are recommended, a "revision" should be prepared. A revision is a complete set of bylaws intended to replace the current bylaws. A revision committee may be appointed or elected to draw up the new bylaws and should have the same qualifications stated for those creating new bylaws. When notice has been given that a revision committee has been formed, this is considered to be sufficient authorization for the committee to proceed without submitting notice on each individual change included in the revision. If the committee holds hearings, members will have an opportunity to submit and justify suggested changes. When the committee has completed its assignment, it gives notice as to when the proposals will be considered by the assembly. This is generally made a special order. Copies should be prepared for distribution to all the members. A revision of the bylaws should be considered seriatim (considered by paragraph). Each proposed article is read by the chairman, article by article (and sometimes smaller segments such as sections and sub-sections), the difference between old and new is explained, and the effect of any change is outlined. The smaller segments are considered one at a time, and the assembly may propose primary (and secondary) amendments to the proposed revision, if germane, and adopt them by majority vote. After all articles have been considered, the presiding officer opens the entire revision for consideration, and then puts the entire revision to a vote. Adoption of the revision requires a two-thirds vote, unless otherwise provided for in the existing bylaws. The new bylaws go into effect immediately unless delaying provisos are adopted simultaneously. Original bylaws may not be amended or considered during a revision because the old bylaws are not pending.
Fundamentals of Parliamentary Law and Procedure, 3rd Edition–2005, by the American Institute of Parliamentarians® pp 227-229
prepared by: Karen Swett May 2009

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