Parliamentary Procedure Q&A

Q: Our national organization has bylaws which state the Board of Directors may develop bylaw amendments and then submit them to the annual meeting for ratification. The bylaws are silent in regard to any authority of the annual meeting delegates to amend the bylaws.

We have been told by the Board that the membership has no authority to change the bylaws, so my questions are these.

  1. Under these circumstances, how can our membership amend the bylaws?
  2. Does Robert's Rules already give an annual meeting that authority?
  3. Would a revision be appropriate in this instance?

As you can see, we are in a huge "Catch 22" and need expert help. - Anon., Apr. 21, 1999

A: "Catch 22" is a very apt description. You need to change the bylaws to allow you to change the bylaws. That's some catch, that Catch 22!

Some time ago, when your bylaws were adopted, or perhaps modified hence, your organization chose to protect its bylaws by placing responsibility for origination of amendments in the hands of the BOD, and the responsibility for the ratification of these amendments in those of the delegates at the annual meeting. This is similar to the U.S. House of Representatives being responsible for impeachment, and the Senate being responsible for the trial.

  1. Under these circumstances, the membership can only amend the bylaws through cooperation with the BOD. If your organization is such that the BOD is subordinate to the assembly, the assembly may direct the Board to propose an amendment to the bylaws at the next annual meeting. (See RONR pp. 8-9.) If the Board fails to do so, or proposes an unacceptable amendment, this would seem to be grounds for "Remedies Against Misconduct or Dereliction of Duty in Office". (See RONR pp. 656-657.)
  2. RONR does not give the delegates at an annual meeting the authority to change the bylaws. It does assume that the assembly has the right to amend the bylaws, but this is superceded by your organization's bylaw specifying that amendments are to originate from the BOD. Because they do specify the BOD, and do not specify the assembly, it is implied that the assembly does not have this right. (See RONR item no. 4, pp. 582-583.)
  3. A revision of the bylaws would still need to be originated by the BOD, since it is, technically, just a grand amendment. (See RONR p. 586.) Also, from what you've written here, it does not seem that a revision is appropriate.

In my opinion, because it has been denied the right to originate amendments, your assembly also is denied the right to amend the amendments proposed by the BOD.

I believe your best answer is for you to draft a resolution outlining (perhaps in detail) the amendments desired, then move that the assembly direct the BOD to further develop these amendments and propose them for ratification at your next annual meeting.

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