Copied these off of the Sun City Advocates website: Tom Marone said... In the old days, and according to the 2008 Bylaws, the only time a motion or amendment was referred back to the Board for study at a Membership meeting was if it was requested by the President. Somewhere along the line, what was once only an option became mandatory? April 3, 2022 at 12:31 PM Tom Marone said... These are my personal notes, comments and opinions from the April 4th Ad Hoc Bylaw Committee. These notes and comments are mine alone and do not reflect the opinions of the Committee. Anyone who has read my previous comments and opinions regarding Robert’s Rules of Order will not be surprised to read that in my opinion they are going about this process incorrectly. They are currently still attempting to find the best way to approach the project, which by no means is a small task, and I commend each member of the committee for their commitment especially since they meet once a week and have vast homework assignments between meetings. The committee is currently starting with the 2022 Bylaws and are comparing them to the March 2018 Bylaws. Their first go-around is to separate anything that is, or was a Board Policy that was placed within the Bylaws and remove it. They are also concentrating on the headings of the Articles and Sections within the Bylaws to determine whether they actually belong in the Bylaws or not. Here’s where I believe they’re going wrong. At one point someone questioned why a particular rule was in the 2022 Bylaws. It was determined that since that rule was not in the 2018 Bylaws it probably shouldn’t be in the 2022 Bylaws. Here’s my point; if you continue to look at the previous sets of Bylaws you’re going to find things that were in the older set but not in the newer set, and things that weren’t in the older sets but are now in a newer set! So…where does it end? Do they keep on digging deeper and deeper into the older sets of Bylaws? It seems to me they are attempting to reinvent the wheel? Here’s my opinion: I understand that Robert’s Rules of Order was not specified as the corporation’s parliamentary authority when it was first established, but now it is. So if the Bylaws must now comply with Robert’s Rules then the committee should first read the section of Robert’s Rules that explains the Content and Composition of Bylaws (RONR Chapter XVIII, Section 56). Once they understand what needs to be in the basic set of Bylaws they should start from scratch and develop a whole new set of Bylaws based on Robert’s Rules of Order and compiling and inserting the pertinent rules and bylaws already established by the RCSC over the many years of the various versions of the Bylaws. I believe they will, at some point, end-up continuing to look back at each older version. Although not intended, I believe it’s unavoidable, because how do you research where or why a Bylaw was or was not in the previous set of Bylaws unless you look back at the history of each previous set of Bylaws? I think they could save themselves a lot of time and aggravation if they were to just start from scratch. But that’s just my opinion! Tom Marone April 5, 2022 at 4:32 PM
It's an interesting discussion and one i try and stay away from. The confusion i find is the mix of Robert's Rules and one's own standing by-laws. From my perspective, i would want the by-laws to flow seamlessly from the Articles of Incorporation. Unfortunately over the years, they've tried to override the Articles by twisting the by-laws to get them to fit what they wish they said. Historically we know the RCSC used their legal affairs committee to insure those changes never strayed far from their intended purposes. I guess, looking back, it was no small coincidence the first committee the now departed gm got rid of was the legal affairs committee. They had been around since the 1970's and had documented the changes made and why. Tracking it was easy as it should be. I honestly don't know where this committee should start or end. I know we submitted 4 motions to help restore the members rights that were stripped from them and i would be surprised if any of them make the final rewrite. I hope i am wrong. My old friend Ben Roloff has a simple philosophy regarding the by-laws; what they say is exactly how the organization should be run. Don't have them say one thing, and then do the other. As mentioned above, the fly in the ointment here is forgetting or ignoring what the Articles of Incorporation say. Perhaps that should be the starting point? Ultimately, my take is our by-laws should be shortened, concise and when there is a question, turn to Robert's Rules of Order for the answer.
Well typically, the Articles of Incorporation only sets the basic parameters required to satisfy state laws and regulations like the name and type of corporation. The finer details on how the corporation functions and governs is found in the Bylaws, and that's why I believe the Bylaw that prohibits the Members from making motions and voting at our Annual Membership meeting is in conflict with the Articles. The Articles clearly give the Members the ability and permission to amend the Bylaws, and if fact, if the Members are in conflict with the board of directors, the members shall prevail! There are 10 places within the Articles of Corporation that instruct the reader to refer to the Bylaws for additional requirements or procedures. The Article of Incorporation that permits Members to amend the Bylaws makes no reference to any additional requirements to do so, and that's where I believe the Bylaw is in conflict with the Articles of Incorporation! And if the Members shall prevail, then it seems to me the Articles are placing the Membership and their desires somewhat above the Boards? If the RCSC's responsibility and mission is "To do anything and everything lawfully necessary in the interest of the Members of the Corporation,...", then the fiduciary responsibility of the Board is to make sure those things happen! And when you see all the dollars the RCSC has in their various "rainy day funds", it's hard to understand why Clubs have to beg for equipment! If the GM can show us why we can't afford something, that would be different. But they seem to want to tell us what WE want. Just because the General Manager, who admits he's a gym-rat, doesn't think the fitness centers needs that newer type of equipment, why is his opinion any more important than a Members? It's not like anybody is asking to replace every piece of equipment, just a few on a trial basis! And when you consider how far behind the RCSC is with their IT equipment, it makes you wonder about the seriousness of their fiduciary responsibilities? Just my opinion!
I wish I could remember the exact verbiage used in telling the Ad Hoc committee their task: was it "Recreate" the bylaws? Was it "Revise" the bylaws? Was it "Rewrite" the Bylaws? Why, you ask? Well, "recreate" means ....create again .... OR .....reproduce. And "revise" means ....re-examine and make alternations to.....OR ....A proof including corrections made in an earlier proof. And "rewrite" means ..... write (something) again so as to alter or improve it...OR ....select or interpret events from the past in a way that suits one's own particular purposes. My first thought was that revising would be the easiest but the more I thought about it, actually rewrite would. They have the Articles of Incorporation and the amended AoI to use as reference. Then, if they were to look at the edition before all of the extra verbiage got added, viola, there's their rewrite. Of course, they would have to do some investigative work but it seems to me if the membership and the Board had approved prior bylaws that worked, why go and recreate the whole wheel. As you always say, FYI, just my opinion! I found an EXCELLENT Template for how to write bylaws for a non-profit. It was online and at this link: Guidelines 1. General information 2. Statements of purpose 3. Leadership Term limits Quorum Appointment, removal, and replacement of Board members. 4. Membership 5. Meeting and voting procedures 6. Conflict of interest policy 7. Committees 8. The dissolution process 9. Provisions to change the bylaws Also, I Understand your state's nonprofit corporation law, II. Form a bylaw committee, III. Pay attention to the language for 501(c)(3) status, IV. Be detailed, but don’t go overboard, V. Report changes to the IRS, and VI. Make your bylaws a working document I especially took note of this item: If your bylaw committee does not represent a full and accurate cross-section of your organization’s membership, there might be some issues when sending bylaws to the full membership for approval. To avoid this, create a bylaw committee that fully reflects your organization's population. And no, I did not apply for this committee. The OCD/Organizational part of me would have loved to, but not so sure I would totally understand some of what's written. (Maybe that was intended !)
That's problem numero uno! The board seems to be the only ones approving the bylaws. And there lies problem number 2, the membership never gets to approve them!
The exact wording from the Monday, February 14, 2022 Board meeting was as follows: "Third Reading Ad Hoc Committee Motion by Director Collins - I move to form an Ad Hoc committee to review & revise the RCSC Bylaws." So I guess it's up to your individual interpretation of what the word "revise" is. What does to revise mean? (from Merriam Webster) 1a : to look over again in order to correct or improve revise a manuscript. b British : to study again : review. 2a : to make a new, amended, improved, or up-to-date version of revise a dictionary. b : to provide with a new taxonomic arrangement revising the alpine ferns.
I have nothing but respect for those serving on this committee. It will be a difficult job. It already appears to have its own set of challenges. Let me make it even more difficult. If the end game is to go back and start from 2018, we will lose sight of the very reason this committee was formed. Let's recap: At the annual membership meeting, the one the RCSC never expected would happen, there were 4 or 5 motions regarding changes to the by-laws recommended by the membership. I'll skip the arguments whether the by-laws have more standing than the Articles of Incorporation (we all know better which supersedes which) and just say the boards pleasure was to defer those changes to the board for study and consideration. They in turn argued they should rightly appear before the ad hoc committee in conjunction with their efforts to rewrite them. The problem is simply this; starting with 2018, the changes we were proposing came from language that existed before that. Just a reminder to the committee, don't ignore what we was brought before the board at the annual membership meeting.
If you look at the June 2008 bylaws, Article III, Section 1 you will see that the Members, at regular membership meetings, had full authority to amend both the bylaws and articles of incorporation. It isn't until Section 5 where the "affairs of the corporation" comes into play. Clearly two different situations. One has to do with the corporate documents and the other pertains to facility management.
I really didn't get that impression. I believe starting with 2018 was the quickest way to get the Policies out. I believe there will still be discussion on modifications / additions / subtractions after that. I believe at least one member of that committee will not be silenced until the Members motions are considered.
What’s the old adage’ it doesn’t matter how you start, it’s how you finish. My guess is that was seldom, if ever applied to writing by-laws, but that is the only thing i care about. The process that are going through is challenging enough, so i will reserve all judgement till that time.
