CHAPTER
XVIII
BYLAWS
§56. CONTENT AND COMPOSITION OF BYLAWS
Nature and Importance of Bylaws
56:1 The constitution and/or bylaws of a society, as explained in 2, contains its own basic rules that relate to itself as an organization, except for what must be included in the corporate charter of an incorporated society. Under the preferred practice for ordinary societies today, the constitution and the bylaws—once usually separate—are now combined in a single instrument, referred to in this book as the bylaws (although in some organizations called the constitution, or—even though only one document—the constitution and bylaws). A precise statement of the essential characteristics of bylaws, in the sense of the combination-type instrument, and their relation to the other kinds of rules that an organization may have is given in 2, which should be read in connection with this chapter. Because bylaws in this sense are the most important rules which an organization must compose for itself, and because certain considerations must be taken into account that affect their construction as a unified document rather than a series of separate rules, bylaws are given more detailed treatment below.
56:2 The content of a society’s bylaws has important bearing on the rights and duties of members within the organization—whether present or absent from the assembly—and on the degree to which the general membership is to retain control of, or be relieved of detailed concern with, the society’s business. Except as the rules of a society may provide otherwise, its assembly (that is, the members attending one of its regular or properly called meetings) has full and sole power to act for the entire organization, and does so by majority vote. Any limitation or standing delegation of the assembly’s power with respect to the society as a whole can only be by provision in the bylaws—or in the corporate charter or separate constitution, if either of these exists.
Committee to Draw Up Bylaws
56:3 Appointment of Committee. A committee to draw up proposed bylaws is usually appointed at the first organizational meeting when a new society is being formed, as described in 54; or, if an existing society wishes to undertake a general revision of its bylaws, a committee to draw up the proposed revision can be appointed at any regular meeting, just as any other special committee.
56:4 A committee to draw up proposed bylaws should generally be large, and should include the most judicious persons available, those who have a special interest in the rules of the society, and those who would otherwise be likely to consume much time in discussing the bylaws when they come before the assembly for adoption. Persons having writing ability of the kind required should also be included, unless a professional parliamentarian is to do the actual drafting of the bylaws. Even if the drafting is to be done by members of the committee, a parliamentarian can often be of great assistance as a consultant.
56:5 The committee should consult an attorney with reference to the considerations indicated in 54:12 if there is any possibility that the society should be incorporated. If it is to be incorporated, the committee works with the attorney to provide him with the necessary information for drafting an appropriate corporate charter, to which the bylaws must conform. The committee should review the draft of the charter before submitting it to the assembly.
56:6 Initial Discussions; Factors Influencing Content of Bylaws. The committee normally begins its work—with the entire committee present—in general discussion of the desired content of the bylaws. Besides reviewing the existing bylaws (in the case of a revision), it is well for the committee to study the bylaws of a number of similar organizations, or—if applicable—of other subordinate units within the same state or national society. Before any provisions from other documents are used as a pattern, however, possible differences between the conditions in the other organizations and the one for which the bylaws are being prepared should be carefully analyzed.
56:7 If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws may not contain a higher limit. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so.
56:8 In order to give the organization the greatest freedom to act within its object, bylaws should be made no more restrictive nor more detailed in specification than necessary.
56:9 The description of the basic bylaw articles in 56:16–57 provides a brief indication of the framework within which the particular needs of the society should be considered in determining the content of its bylaws. A sample set of bylaws of the type that might be adopted by a small and independent local society is shown in 56:58–67. Such a model can only illustrate how a typical document of this kind is put together, however; and the provisions must be varied, additional ones inserted, or inapplicable ones omitted, as appropriate to the individual organization.
56:10 Drafting of Bylaws; Appointment of Subcommittee(s). After conferences on the topics described above, the committee should appoint a drafting subcommittee, or several of them for various articles if the bylaws are expected to be long and complex. Another subcommittee may be needed in the latter case to eliminate inconsistencies, make the style uniform, and make sure that, as far as possible, everything relating to a single subject is placed in the same or adjacent articles.
56:11 The composition of bylaws is somewhat different from ordinary expository writing, in that it places greater demand on a “tight” clarity and precision in word choice, sentence structure, and punctuation. In bylaws, every punctuation mark may have an important effect; and what is omitted may carry as much significance as what is included. Indisputability of meaning and application is a more important consideration than “readability,” and the latter must be sacrificed when both cannot be achieved. Each sentence should be written so as to be impossible to quote out of context; that is, either its complete meaning should be clear without reference to sentences preceding or following, or it should be worded so as to compel the reader to refer to adjoining sentences—as by beginning, “Any member so elected…” Exceptions or qualifications to statements should be included, as far as possible, within the sentence to which they apply—which can often be accomplished by ending sentences with clauses beginning “except that…” or “provided, however, that…” Where such a technique is impractical, a sentence should contain at least an allusion or reference to any exceptions to its own applicability—as in “Except as provided in Article VI, Section 2 of these bylaws, officers shall…”
56:12 Provisions of a temporary nature or relating to the mechanics of transition from old to revised bylaws should not be included within bylaws (see 57:15–17).
56:13 Regarding the inclusion of provisions in the nature of rules of order within bylaws, see 2:20–21.
56:14 Critical Review by Full Committee. After the first draft of the bylaws has been completed, it should be given thorough critical examination in discussions by the full committee. The probable long-range effect of each provision should be weighed, and particular care taken to detect and eliminate any remaining inconsistencies or ambiguities. It is much better to take a good deal of time in consideration of bylaws before their adoption than to find an early need for extensive amendment.
56:15 Presentation of Report. After the proposed bylaws are approved by the committee, the report of the committee is presented to the assembly and is considered seriatim—article by article and, whenever an article consists of more than one section, section by section. The procedure is as described in 54:15–20 and in 28—except that:
a) especially in the case of a revision of bylaws, the motion to adopt them may include provisos relating to transition, as explained in 57:15–17; and
b) a revision of bylaws is adopted by the vote required to amend the existing ones (56:50–56), rather than by a majority vote as in the case of bylaws that bring a society into being.
In presenting the report of the bylaws committee to the assembly, the committee chairman should explain each section and—in the case of a proposed revision of bylaws—make clear what is new about each provision or how it differs from the corresponding provision of the existing bylaws.
Content of Bylaw Articles
56:16 Basic Bylaw Articles. While the number of bylaw articles will be determined by the size and activities of the organization adopting them, and more than those listed below will be needed in some cases, the average society will find it sufficient to include articles on the following numbered headings. The description of appropriate provisions in these articles, while in no sense exhaustive, should prove of help in framing bylaws. Articles are commonly designated with Roman numerals, and sections with Arabic numerals (see also Sample Bylaws, 56:58–67). For ready reference, it may be helpful to precede lengthy bylaws with a table of contents when they are printed or copied for distribution.
56:17 Article I: Name. In unincorporated societies, the full, exact, and properly punctuated name of the society should be given. In incorporated societies or those with separate constitutions, however, the bylaws can omit this article, since the official name of the organization is then stated in the corporate charter or constitution. If the name is in both locations, conflicts may creep in, and it is the name as stated in the superior document that is official.
56:18 Article II: Object. In unincorporated societies, the object of the society should be concisely expressed in a single sentence, the various aspects or phases being written in sequence, set off by semicolons, or in lettered subparagraphs, also set off by semicolons. The statement should be general in its application, since it sets boundaries within which business can be introduced at the society’s meetings—a two-thirds vote being required to allow the introduction of a motion that falls outside the society’s object. For the same reason stated above in reference to the society’s name, this article also can be omitted from the bylaws in incorporated societies or in those having a separate constitution. Some societies prefer to set forth the object in a preamble to the bylaws rather than in an article, in which case the preamble precedes Article I, and the numbering of the remaining articles described below is modified as necessary. This device is especially useful in societies incorporated many years before, whose charter no longer states its object in modern terms or with the specificity now desired.
56:19 Article III: Members. Usually the article on members consists of several sections, covering, for example: (1) classes of members—as “active,” “associate,” and the like—with any distinctions between them being set forth, and, as applicable, the rights of each, and any limitation on their number; and (2) qualifications or eligibility for membership, with application and acceptance procedures, including the method of reviewing and voting on applications. Unless the financial obligations of members are especially complicated, a section of this article should also state: (3) the required fees and dues, the date(s) when payable (whether annually, semiannually, quarterly, etc.), the time and prescribed procedure for notifying members if they become delinquent in payment, and the date thereafter on which a member will be dropped for nonpayment of dues. Before a member in arrears has been finally dropped under such a provision, his voting rights cannot be suspended unless the bylaws so provide. (See also 1:13n3, 32:8, 45:1, 47:39, 56:61(3).) Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws. If the necessary provisions relating to the financial obligations of members to the society are too complex to be included in this article, such provisions can be set out in a separate article immediately following.
56:20 Some organizations require attendance at a certain proportion of the meetings or a specified minimum participation in the society’s activities as a requirement for continued membership; this also can be done only by provision in the bylaws.
56:21 Sometimes this article also contains provisions for: (4) resignations; and (5) honorary members (see 47:42).
56:22 In a state or national body or a federation, local units or constituent clubs, rather than individuals, may be the “members” referred to in this article.
56:23 Article IV: Officers. As stated in 47, every society should specify in this article of its bylaws the officers it requires, including honorary ones, and how they shall be elected or appointed. The officers rank in the order listed, so that the president should be named first, the vice-president or first vice-president next (unless there is to be a president-elect; see 47:21–22), and so on. Directors should be classed as officers.
56:24 Normally all that need be said about the duties of officers (apart from occasional references in other articles, under the topics to which specific duties relate) can be included in the section designating the officers, to the effect that “These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society.” In cases where the extraordinary duties of officers are numerous, however, a separate article titled “Duties of Officers” may sometimes follow this article, and treat the duties for each office in a separate section. Such a procedure is advantageous in collecting related information in one place, but it results in repetition and may occasion problems of interpretation. Great care must be taken in the writing of the article not to omit any duty, since an implication that the duty is not required could be read into the omission. For this reason, if such an article is to be included, it is well to conclude the section on each office with a clause such as “… and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Society.”
56:25 A method of nominating officers (see 46) may be prescribed in a section of this article; in the absence of such a provision or any rule adopted by the society, nominations are made in accordance with established custom (if any) or as otherwise directed by vote of the society at the time of each election (see also 31). If the bylaws provide for a nominating committee and prescribe that the committee shall nominate “candidates for each office,” the committee is not limited to one candidate for each office. If it is desired to impose such a limitation, the provision should state that the committee shall nominate “a candidate for each office.”
56:26 Election by ballot should usually be prescribed in the section pertaining to elections and terms of office—often with additional details of election procedure as discussed in 46. A provision can be included to dispense with the ballot when there is only one candidate for an office, although this deprives members of the privilege of voting for “write-in” candidates in such a case. If it is desired to elect by mail, by plurality vote, by preferential voting, or by cumulative voting, this must be expressly stated, and necessary details of the procedure should be prescribed (see 45).
56:27 The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. When the bylaws specify the number of years in a term of office, it is understood that the actual term may be more or less than a whole number of calendar years, owing to permissible variation in the dates on which successive elections are scheduled. For example, suppose that the bylaws provide that the annual meeting for the election of officers shall take place “in October or November,” that their terms of office shall begin “at the close of the annual meeting,” and that they shall serve for a term of “one year and until their successors are elected” (or simply for a term of “one year,” which is not recommended; see below). If the annual meeting is held on October 20 of one year and on November 1 of the next (or vice versa), the officers elected at the second meeting take office immediately upon the adjournment of that meeting—and the previous officers remain in office until that time—even though this represents a term of office longer than (or shorter than) one calendar year. (For procedures when an election is not completed at the scheduled time, see 46:44–45.)
56:28 To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording “for a term of… year(s)” should be avoided, because at the end of that time there would be no officers if new ones had not been elected. The exact wording that instead ought to be used depends on a further consideration, namely, the manner in which the organization wants to make it possible to remove officers before the expiration of their normal term.
56:29 Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial, or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see 62:16).
56:30 To accomplish the first alternative, the bylaws may provide that officers “shall hold office for a term of 
year(s) and until their successors are elected.” To accomplish the second alternative, the bylaws may provide that officers “shall hold office for a term of year(s) or until their successors are elected.” (Emphases added.) Because the significant difference in effect between the use of “and” and “or” is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as:
• For the first alternative: “Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority.”
• For the second alternative: “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.”
56:31 Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that “No person shall be eligible to serve… consecutive terms [specifying the number] in the same office.” For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office.
56:32 The method of filling vacancies may also be provided (cf. 47:57–58). Unless the bylaws clearly provide otherwise, notice of filling a vacancy in office must always be given to the members of the body that will elect the person to fill it. If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular.
56:33 Article V: Meetings. The first section of the article on meetings should fix the day on which regular meetings of the society are to be held—as by specifying, for example, “the first Friday of each month.” If the words “unless otherwise ordered by the Society [or “Executive Board”]” are added, the date can be changed in an unusual circumstance, but only for that single meeting on that particular occasion, and not for a period of time including several meetings. To change the general rule fixing the time for meetings would require amendment of the bylaws. The hour and place at which meetings are to be held should not be specified in the bylaws, but should be established by a standing rule (2) adopted by the society or, if it is empowered to do so, by the executive board.
56:34 Some organizations prefer to schedule meetings by resolution. If so, the bylaws should provide for the number of days’ notice required before regular meetings, since under such a practice members cannot determine the meeting dates by consulting the bylaws. Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent.
56:35 In a separate section it should be provided that “The regular meeting… [specifying which one, as “on the last Tuesday in May”] shall be known as the annual meeting.” As explained in 9, this meeting is conducted in the same way as any regular meeting, except that officers are elected and annual reports are received from officers and standing committees.
56:36 A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days’ notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see 9:15). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see 63:21n9).
56:37 The quorum for all meetings should be established in a section of this article (see 40).
56:38 In state or national bodies where one session—usually called a convention—is held annually, biennially, or at less frequent intervals, the article on meetings is titled “Conventions.” While much that is stated above would be generally applicable to such an article, considerable adaptation is needed, as described in 58:6–10.
56:39 Article VI: Executive Board (or Board of Directors). As explained in 49:3–7, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization. If there is to be such a board, sections of this article should:
• specify the board’s composition;
• delineate the powers of the board; and
• set forth any special rules by which the board is to conduct its business, such as when and how often it is to meet, its quorum, and the like.
56:40 In most societies this body is called the Executive Board unless there is to be a smaller body within it to act for the board between its meetings, in which case the full board is usually designated the Board of Directors and the smaller body is called the Executive Committee (see 49:13). The Executive Committee is then established in a separate article following the one on the complete board, with similar provisions. The bylaws may provide for how the presiding officer and the secretary of the board, and those of the Executive Committee, are to be determined. In the absence of such provisions in the bylaws, however, the president and the secretary of the society also serve in the same capacities within these bodies. Organizations may sometimes give varied names to their full boards, such as Board of Managers, Board of Trustees, Board of Governors, Administrative Council, etc. In such cases, the nature of the particular body as one of the types described above can be determined from the bylaw article that establishes it.
56:41 A board may never alter a decision of the society’s assembly (and an executive committee may never alter a decision of either the assembly or the board), even by a motion to Rescind or Amend Something Previously Adopted or by adoption of a proposal which has been rejected, unless expressly authorized by the superior body or by the bylaws (see 49:7). Thus, for example, if it is desired that the assembly adopt an annual budget but that the board be empowered to alter it to deal with contingencies that may develop, the bylaws (or the budget resolution) must specifically confer this power on the board.
56:42 Article VI, Section 2 of the Sample Bylaws (56:64) shows an appropriate wording for defining the board’s powers so that the board’s authority will be limited to the power to supervise, and to determine the details of, implementation of the decisions of the society’s assembly and, in a manner not inconsistent with such decisions, to attend to any business of the society that cannot wait until the next meeting.
56:43 If the organization desires to leave the entire administrative authority of the society to the board between the society’s meetings—as may occur, for example, in organizations that meet infrequently or whose main purpose is other than to transact business—the same section might read:
The Executive Board [or “Board of Directors,” etc.] shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority].
56:44 Article VII: Committees. The article on committees should provide for the establishment of each of the standing committees (50) that it is known will be required. A separate section devoted to each of these committees should give its name, composition, manner of selection, and duties. If this article names certain standing committees, no other standing committees can be appointed without amending the bylaws, unless a provision is included—usually in a separate section of the article as described below—permitting the establishment of such other standing committees as are deemed necessary to carry on the work of the society. In any event, if a standing committee is to have standing authority to act for the society without specific instructions, if business of a certain class is to be automatically referred to it, or if some other rule of parliamentary procedure is affected by the committee’s assigned function, such procedure must be prescribed in a provision of the bylaws or in a special rule of order, establishing the committee by name.
56:45 The number and nature of the standing committees that may be named in individual sections of this article will depend on the size and object of the organization. The standing committees most frequently established by local societies are few in number; they may include a committee on membership, a program committee, and sometimes a finance committee. (A section relating to the nominating committee, when included, is usually located not in this article but in the article on officers, where nomination and election procedures are usually prescribed.) In national or state bodies more committees may be needed, but local units should not try to establish a committee to correspond to each one in the superior body, and the superior body generally should not require them to do so.
56:46 Appointment of special committees is usually provided for in a separate section that may also, as indicated above, provide for the appointment of additional standing committees. When this section empowers the president to appoint such special committees or additional standing committees as the society or the board shall direct, he is not thereby authorized to appoint other committees on his own initiative. If the president is to appoint committees and it is desired that he have standing authority to appoint non–assembly members to positions on the committees without submitting these persons’ names to the assembly for approval, this section should contain a provision to that effect (see 13:15, 50:12, 50:13(d)).
56:47 This section may also provide that certain officers—for example, the president—“shall be ex officio a member of all committees except the Nominating Committee.” In that case, the president has the right, but not the duty, of participating in the work of the committees (see also 49:8, 50:16). Without such a provision, he has no vote within the committees, nor can he attend their meetings except as invited by a particular committee. The nominating committee should always be expressly excluded in a provision making the president an ex-officio member of committees. It may also be advisable to exclude all disciplinary committees—such as trial and investigating committees—both from a provision making the president an ex-officio member of committees and from a provision authorizing the president to appoint committees.
56:48 If no article on committees is included in the bylaws, standing and special committees are established as directed by the society (see 13, 50).
56:49 Article VIII: Parliamentary Authority. The parliamentary authority—through the adoption of which a society establishes its rules of order—should be prescribed in a one-sentence article reading: “The rules contained in the current edition of… [specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”1 Societies can adopt special rules of order as they are needed to supplement their parliamentary authority, as explained in 2. It should be noted that the bylaw language recommended above does not authorize the adoption of a special rule of order that would supersede a rule that the parliamentary authority states can be altered only by a provision in the bylaws. When a particular work is adopted as the parliamentary authority, what any other book may say on any point is of no authority if in conflict with the adopted work. In other cases, it may be persuasive but is not binding upon the society.
56:50 Article IX: Amendment of Bylaws. The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two-thirds vote. If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined in 10:44) has been given, or they can be amended by the vote of a majority of the entire membership. In making a requirement that notice be given by submitting the amendment at a meeting in advance of the one at which it is to be considered, the provision should always specify submission at “the previous meeting,” and not “a” previous meeting, since the latter would permit indefinite delay and would defeat the object of giving notice—namely, to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration. The requirement of notice restricts amendment of the proposed bylaw amendment to changes within the scope of the notice, as explained in 57:10–13 (see also 35:2(6)).
56:51 The manner prescribed for giving notice should suit the needs of the particular assembly. For some, oral notice is sufficient; others may require written notice. Some may require only a general statement of the purport of the amendment; others may require that the exact wording of the amendment be given. If the bylaws require only previous notice of an amendment without limitation of the period within which it must be acted upon, and a committee is appointed to revise the bylaws and report at a specified meeting, the appointing action is all the notice required, and the amendments can be immediately acted upon at the time the committee reports. But if it is required that the amendment itself, or “notice of such amendment,” be submitted at the previous regular meeting, the revision cannot be taken up until the meeting following the meeting at which the committee submitted its report.
56:52 In societies having very frequent regular meetings primarily for presentation of a program, and also monthly or quarterly business meetings (9:1), it is well to permit action on amendments to the bylaws only at a quarterly or annual meeting or their adjournments.
56:53 Where assemblies meet regularly only once a year, instead of requiring amendments to be submitted at the previous annual meeting, the bylaws should provide for both notice and copies of the proposed amendment to be sent to the member delegates or constituent societies a specified minimum number of days in advance.
56:54 If there is a constitution separate from the bylaws, the requirement for amendment of the constitution should be made more difficult than that for amendment of the bylaws; otherwise there would be no purpose in having separate documents. In either case, however, the necessary vote should be at least two thirds.
56:55 In prescribing the vote necessary for the adoption of an amendment, the expression “a vote of two thirds of the members” should never be used in ordinary societies, especially in large organizations. In such societies two thirds of the entire membership would rarely, if ever, be present at a meeting. It is more reasonable to require “a two-thirds vote” (see 44:3–6).
56:56 The wording of this article should avoid redundant phraseology such as “amend, alter, add to, or repeal,” or “alter or amend,” or “amend or in any way change.” The word amend covers any change, whether a word or a paragraph is to be added, struck out, or replaced, or whether a new set of articles is to be substituted for the old one. Efforts to define the meaning of such expressions as “two-thirds vote” should also be avoided in the wording of this article, since these definitions are found in the parliamentary authority.
56:57 Additional Bylaw Articles. Some societies may have cause to include additional bylaw articles, such as those mentioned above, bearing on the subjects of finance, duties of officers, and an executive committee of the board of directors. In a national organization, an article providing for constituent societies or units at regional, state, or local levels and establishing their relationships within the organizational structure may be required. In associations divided into departments, the article establishing them—titled “Departments”—follows the article establishing committees. In professional and some other societies there may be an article on disciplinary procedure; and such an article can be simple or very elaborate. Most such provisions, however, are generally unnecessary in ordinary societies, at least at the local level (see 61–63).
Sample Bylaws
56:58 Regarding the applicability of the following model, see 56:9. Titles of sections are optional, but they may be felt to be desirable, particularly if the bylaws become elaborate, as may be the case, for example, in a complex national organization.
OF THE 
SOCIETY
OF
The name of this Society shall be .
The object of this Society shall be to ; to ; and to .
Section 1. Maximum Membership. The membership of this Society shall be limited to two hundred members.
Section 2. Membership Eligibility and Admission Procedure. Any adult resident of shall be eligible for membership, provided that such resident shall be proposed by one member and seconded by another member of the Society. A proposal for membership, signed by the two endorsers, shall be sent to the Recording Secretary, who shall report it, together with the names of the sponsors, at the next regular meeting of the Society. Voting upon the admission shall take place at the next regular meeting thereafter. A two-thirds vote shall elect to membership. A person so elected shall be declared a member of the Society upon payment of the initiation fee and the annual dues for the first year.
Section 3. Initiation Fee and Dues. The initiation fee shall be dollars. The annual dues shall be dollars, payable in advance on or before of each year. The Treasurer shall notify members months in arrears, and those whose dues are not paid within thereafter shall be automatically dropped from membership in the Society.
Section 4. Resignation from Membership. Any member desiring to resign from the Society shall submit his resignation in writing to the Recording Secretary, who shall present it to the Executive Board for action. No member’s resignation shall be accepted until his dues are paid.
Section 5. Honorary Life Membership. Upon the signed recommendation of one member, seconded by another member, and by a three-fourths vote by ballot at the annual meeting, honorary life membership may be conferred upon an adult resident of who shall have rendered notable service to the Society. An honorary member shall have none of the obligations of membership in the Society, but shall be entitled to all of the privileges except those of making motions, of voting, and of holding office.
Section 1. Officers and Duties. The officers of the Society shall be a President, a First Vice-President, a Second Vice-President, a Recording Secretary, a Corresponding Secretary, a Treasurer, and four Directors. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society.
Section 2. Nomination Procedure, Time of Elections. At the regular meeting held on the second Tuesday in February, a Nominating Committee of five members shall be elected by the Society. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual meeting in April. The Nominating Committee shall report at the regular meeting in March. Before the election at the annual meeting in April, additional nominations from the floor shall be permitted.
Section 3. Ballot Election, Term of Office, Removal from Office. The officers shall be elected by ballot to serve for one year or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected. Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.
Section 4. Office-Holding Limitations. No member shall hold more than one office at a time, and no member shall be eligible to serve three consecutive terms in the same office.
Section 1. Regular Meetings. The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive unless otherwise ordered by the Society.
Section 2. Annual Meetings. The regular meeting on the second Tuesday in April shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 3. Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting.
Section 4. Quorum. Fifteen members of the Society shall constitute a quorum.
56:64 ARTICLE VI: THE EXECUTIVE BOARD
Section 1. Board Composition. The officers of the Society, including the Directors, shall constitute the Executive Board.
Section 2. Board’s Duties and Powers. The Executive Board shall have general supervision of the affairs of the Society between its business meetings, fix the hour and place of meetings, make recommendations to the Society, and perform such other duties as are specified in these bylaws.
Section 3. Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from September to June, inclusive. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board.
Section 1. Finance Committee. A Finance Committee composed of the Treasurer and four other members shall be appointed by the President promptly after each annual meeting. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of April, and to submit it to the Society at its regular meeting in March. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote.
Section 2. Program Committee. A Program Committee of five members shall be appointed by the President promptly after the annual meeting, whose duty it shall be to plan the annual program of the Society. This committee’s report shall be submitted to the Society for its approval at its regular meeting in September.
Section 3. Auditing Committee. An Auditing Committee of three members shall be appointed by the President at the Society’s March meeting, whose duty it shall be to audit the Treasurer’s accounts at the close of the fiscal year and to report at the annual meeting.
Section 4. Other Committees; President’s Ex-Officio Committee Membership. Such other committees, standing or special, may be established by the Society as it shall from time to time deem necessary to carry on its work. Their members shall be appointed by the President unless this rule is suspended by a two-thirds vote before their appointment. The President shall be ex officio a member of all committees except the Nominating Committee and any disciplinary committees.
56:66 ARTICLE VIII: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
56:67 ARTICLE IX: AMENDMENT OF BYLAWS
These bylaws may be amended at any regular meeting of the Society by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
Some Principles of Interpretation
56:68 In preparing bylaws and interpreting them, the following principles of interpretation—which have equal application to other rules and documents adopted by an organization—may be of assistance.
1) Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable.
2) When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning. For example, assume the bylaws define the officers as “a president, a vice-president, a secretary, a treasurer, and five other members, all of whom shall serve as members of the Board…” Assume also that elsewhere the bylaws speak of “Directors” being board members. A suggestion that the “Directors” are not officers and are additional members of the board would create a conflict within the bylaws and cannot be taken as the true meaning. The “other members” are the same as the “Directors.”
3) A general statement or rule is always of less authority than a specific statement or rule and yields to it. It is not practical to state a rule in its full detail every time it is referred to. General statements of rules are seldom strictly correct in every possible application. The specific statement of the rule that gives the details applying to the particular case must always be examined. For instance: in the Sample Bylaws, Article III, Section 2 (56:61), it is provided that any “adult resident” shall, by a two-thirds vote, be elected to membership. This is a general statement which yields to the proviso stated in Section 1 of the same article that restricts membership to two hundred. Thus, the Society is not empowered to elect a two-hundred-and-first member by a two-thirds vote. No one has a right to quote a general statement as of authority against a specific statement.
4) If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section 1 of the Sample Bylaws (56:62) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited.
5) A provision granting certain privileges carries with it a right to a part of the privileges, but prohibits a greater privilege. The Sample Bylaws, in Article VI, Section 2 (56:64) provide that the executive board may “fix the hour and place of meetings” of the society. The board may, therefore, change the time or the place, or both, of a society’s meeting. But it may not change the day for which the meeting is scheduled.
6) A prohibition or limitation prohibits everything greater than what is prohibited, or that goes beyond the limitation; but it permits what is less than the limitation, and also permits things of the same class that are not mentioned in the prohibition or limitation and that are not evidently improper. The Sample Bylaws, Article IV, Section 4 (56:62) limits a member to holding one office at a time. This limitation carries with it, of course, the prohibition of holding more than two or three offices as well. The next clause in Article IV, Section 4 prohibits officers from serving three consecutive terms in the same office. Hence, an officer cannot serve four consecutive terms, but may serve two consecutive terms. Article IX of the Sample Bylaws (56:67) limits amendments to the bylaws to those of which notice has been given and which are adopted by a two-thirds vote. Thus, the change of a single word is prohibited unless these conditions are met, and a revision of the entire bylaws requires that the same steps be taken.
7) The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty. If the bylaws state that a member shall be dropped from membership on a board if he misses three consecutive regular meetings of the board, he cannot be retained by vote of the board, nor can more severe penalties be imposed, such as a fine in addition. If, for example, it is desired to allow the board to diminish or waive the penalty, or increase it, the bylaw must not make it definite or must specifically provide for diminution, waiver, or enlargement.
8) In cases where the bylaws use a general term and also two or more specific terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms. Where the bylaws provide in the basic enumeration of the classes of membership that “members may be active, associate, or honorary,” the general term “member” is used to apply to all three classes of members. But if, in the article on Members, it is stated that members may be either active or associate members, or if that article simply describes “members” without classification, as in the Sample Bylaws, Article III (56:61), the term “member” applies only to those classes or that class of members, even if honorary members are provided for elsewhere—in which case honorary membership is not real membership. Similarly, if the bylaws provide for “elected officers” and “appointed officers,” the word “officers” or the expression “all officers,” used elsewhere in establishing the term during which office shall be held, applies to both the elected and the appointed officers.
§57. AMENDMENT OF BYLAWS
57:1 A motion to amend the bylaws is a particular case of the motion to Amend Something Previously Adopted (35); it is therefore a main motion, and it is subject to the same rules as other main motions with the following exceptions:
1) Special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected (see 56:50–56).
2) Permissible primary and secondary amendment of the motion to amend the bylaws is usually limited by the extent of change for which notice was given, as explained below.
3) An affirmative vote on the motion to amend the bylaws cannot be reconsidered (37).
4) The rule that, when a main motion is adopted, no other conflicting main motion is thereafter in order is not applicable to the motion to amend the bylaws, since several notices of proposals representing different approaches to the same problem may have been given, and all such bylaw amendments are entitled to be considered (see 57:6–8).
Method of Handling Bylaw Amendments
57:2 The extensiveness of amendments to the bylaws will determine the method of handling them, as follows:
57:3 Isolated Changes. If only an isolated change is to be made in the bylaws, it can be treated as any motion to Amend Something Previously Adopted (35), subject to the particular rules indicated immediately above. When a series of isolated changes to the bylaws are needed to achieve one end—such as abolishing the office of “Historian” and eliminating all references to it—the changes should be offered in a single motion. If the changes are related in such a way that all of the individual amendments must be made, if any one of them is made, in order for the bylaws to be coherent, then the motion cannot be divided (see 27:5).
57:4 Sometimes a more extensive change is proposed involving the substitution of an entire section, group of sections, or article. In such a case, often only a few separated passages are actually involved in the changes, and they are offered in the form of a single proposed substitute in order to avoid time-consuming separate action on each change. The text of the substitute should then be given with the notice of proposed amendment, or the notice should delineate each of the actual changes, and only changes within the scope of those contained in the substitute can be considered. Portions of the substitute which remain as in the existing version cannot be amended, since they involve areas for which no notice of proposed change was given.
57:5 General Revisions. Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee.2
57:6 Procedure of Consideration. A revision of bylaws or a lengthy amendment involving more than one section should be considered seriatim as described in 28. If notice is given of several amendments which conflict so that all cannot be given effect, the chair should arrange them in a logical order, much as in the case of filling blanks (12), generally taking the least inclusive amendment first and the most inclusive last so that the last one adopted is given effect. That arrangement of the amendments can be altered by the assembly; a motion to rearrange the amendments requires a second, is not debatable, is amendable, and requires a majority vote. An affirmative vote adopting such an arrangement is not subject to a motion to Reconsider, nor may a later, separate amendment be offered as a substitute for a pending one.
57:7 However, as already stated in 57:1(4), all bylaw amendments of which notice was given are entitled to be considered, as a matter of the rights of their proposers, and a bylaw amendment is not dropped simply because it would conflict with one previously adopted. This procedure does not violate the normal parliamentary rule as might appear, because when any bylaw amendment is adopted, that amendment becomes a part of the bylaws immediately; and it is the bylaw language as thus amended, rather than the previous language, which any bylaw amendments subsequently considered would now propose to modify.
57:8 If an amendment that has not been considered no longer presents a rational proposition because it was applicable only to language which has disappeared from the bylaws in this process, such a bylaw amendment must, of course, be dropped; but this situation should generally not arise if the amendments are taken up in proper order as indicated above.
57:9 The final vote on a bylaw amendment should be counted and recorded in the minutes unless it is nearly unanimous.
Amending a Proposed Amendment to the Bylaws
57:10 While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose.
57:11 If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6)). This restriction prevents members from proposing a slight change and then taking advantage of absent members by moving a greater one as an amendment to the amendment. Thus, if the bylaws place the annual dues of members at $10 and an amendment is pending to strike out 10 and insert 25, an amendment to change the 25 to any number between 10 and 25 would be in order, but an amendment to change the number to less than 10 or greater than 25 would not be in order, even with unanimous consent. Had notice been given that it was proposed to increase the dues to more than $25 or to reduce them below $10, members who opposed such a change might have attended the meeting to vote against the amendment.
57:12 The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes. Thus, if an amendment is pending to substitute a new rule for one that prescribes the initiation fee and the annual dues, and the substitute proposes to alter the initiation fee but does not propose any change in the annual dues, then an amendment which recommends changing the annual dues would not be in order.
57:13 Amendments to strike out a sentence, paragraph, or section deserve special care. In such cases, the existing bylaw is not itself open to consideration, but only the amendment. If notice is given to strike out a provision of the bylaws and some members feel it should be retained with certain changes whose substance would be outside the scope of that notice, those members should immediately give notice of the amendments to the existing provisions which they think are advisable. Otherwise, friends of the existing provision will be cut off from opportunity to work out compromises for its partial retention by perfecting the existing language.
Giving Notice of Amendments
57:14 Notice of a bylaw amendment should be formally worded in a form such as “To amend Article IV, Section 2, by striking out ‘March’ and inserting ‘April’ after the words ‘second Tuesday in.’” When the bylaws do not place a limitation on those who can give notice of a bylaw amendment, any member is entitled to do so. If notice is to be given at a meeting, this is usually done under new business, although it can be done at any time, even after it has been voted to adjourn if the chair has not actually declared the meeting adjourned. A bylaws committee can give notice in that part of the order of business set aside for committee reports. If notice is to be sent with the call of the meeting at which the amendment will be introduced, the society is responsible for paying the cost of sending such notice, not the member proposing the amendment. The notice should fairly inform the members of the changes contemplated. Showing the existing bylaw and the bylaw with the proposed changes in parallel columns is a good device so long as the exact amendment, stated in a formal manner, is set out at the top across both columns. When notice of a bylaw amendment is given in open meeting, it cannot be considered at that time, except to be discussed informally and briefly at the discretion of the presiding officer (see also 43:31–34).
Time at Which a Bylaw Amendment Takes Effect
57:15 An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion. While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: “… with the proviso that [or, “… provided, however, that”] this amendment shall not go into effect until after the close of this annual meeting.” Or, while the amendment is pending, an incidental motion can be adopted that, in the event of the amendment’s adoption, it shall not take effect until a specified time. Either method requires only a majority vote. It is a mistake to encumber the bylaws themselves with provisions which have effect for only a limited time. If the mechanics of transition to operation under a revised set of bylaws will be complicated in ways for which the act of adoption must provide temporarily, such provisions can be numbered and attached to the revision draft on a separate sheet headed “Provisos Relating to Transition.” The motion to adopt the revision can then be made in this form: “I move the adoption of the revised bylaws with the provisos attached thereto.”
57:16 Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example, amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected. There is virtually a contract between a society and its officers, and while to some extent action can be taken by either party to modify or even terminate the contract, such action must be taken with reasonable consideration for the other party.
57:17 It is important to note that, although the time when a bylaw amendment takes effect can be delayed by the assembly, the amendment becomes part of the bylaws immediately upon adoption. If the amended bylaws are printed, a footnote or similar device should indicate that the amended language is not yet in effect and, if language was removed by the amendment, the text of that provision should be given if it is still applicable in the organization.
Captions, Headings, and Article and Section Numbers
57:18 It was formerly customary to permit the secretary to fill in captions, headings, and article, section, or paragraph numbers or letters, and the like, after the assembly had adopted by-laws or other long documents. Such designations were treated as mere marginal notations which could be clerically modified. It is now the usual practice to include these subtitles or identifying numbers or letters as an integral part of what is adopted by action of the assembly.
57:19 In the process of amending previously adopted documents of this kind, indisputably necessary changes in designation by number or letter may be presumed to have been included in the assembly’s action even if they were not mentioned. For example, if an assembly adopts a motion “to insert after Article III a new Article IV reading as follows:…,” the secretary or a committee would, of course, raise the numerical designation of each of the later articles by one, even if the enacting motion made no reference to doing so. Only the assembly can amend captions or headings under the rules applicable to bylaws or other papers if such change could have any effect on meaning, and this authority may not be delegated. Corrections of article or section numbers or cross-references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee. An assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution such as the following:
Resolved, That the secretary [or, “the… committee”] be authorized to correct article and section designations, punctuation, and cross-references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Society in connection with…
Footnotes to Chapter XVIII
1. Where a particular type of organization is subject to local, state, or national law containing provisions relating to its procedure—as for certain procedures in a labor organization, in condominium associations, or in an incorporated association—it may be desirable to add at this point a phrase such as, “and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.” However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in the bylaws.
2. A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4).