Can we do this?

May 23, 2005 12:36 PM

ParliamentaryFilter: can my organization change its Bylaws to complete rewrite the title and responsibilities of an elected officer mid-term?

I am an (unofficial) parliamentary advisor to a quasi-governmental representative organization with a set of governing Bylaws. The Bylaws are largely based on Robert's Rules of Order (10th edition). The organization consists of a representative Assembly and a group of paid officers elected by a wider group of constituents (not merely from within the Assembly). Our organization has undergone a significant amount of reform recently, and over the course of the process it's become increasingly clear that one of the elected positions would be much more effective if the duties were radically altered. There is no question that our Assembly has the right to amend the Bylaws in which the position is specified, and we have a well-defined process for doing this. Furthermore, most of the parties involved (including the officer recently re-elected to the position) have agreed in principle to the reorganization.

My question is more technical: Is the Assembly permitted ro rewrite the role of the office, changing its name and responsibilities, and still consider that the same position, thereby permitting the current officer to simply take on the new set of duties? Or is it more appropriate to consider this the deletion of one office and the creation of a new one, in which case we would have to hold a mid-term election? The issue, as I see it, is whether or not it would be appropriate to allow someone to assume a new set of responsibilities that were not in fact what the larger constituency elected him for. We have a mid-term election procedure, and we're willing to go through that process as necessary. The question is whether we need to.

I've spent a fair amount of time looking through Robert's Rules and can't find anything that would seem to cover a situation like this. If anyone knows, or has any additional resources they could refer me to, that would be great. I'm not the person making the decision, but I'd like to be able to offer some sound advice to the Assembly and officers.

posted by alopez to law & government (6 comments total)

I've been through this exact situation. The answer (for us) was not found in Robert's Rules, but in our own bylaws.

The bylaws gave the board the power to amend the bylaws, but those amendments had to be affirmed by the membership (during either any of the four yearly meetings [subject to certain conditions] or the "annual" meeting, where elections of officers take place). The amendments take effect immediately after the board approves them, but could be overturned by the membership later.

So... if you have a similar process, the changes can happen now and made official at your annual election.
posted by ewagoner at 12:53 PM on May 23, 2005

You can do it if the group is OK with it. Roberts Rules is meant to be a guide, not a straightjacket.
posted by Ken McE at 4:27 PM on May 23, 2005

We have a mid-term election procedure, and we're willing to go through that process as necessary.

In the absence of a definitive process, anything other than consent-calendar agreement in favor of the change of duties and title will be grounds for future arguments. It seems to me that there are substantial merits to checking for any opposition to the change, and, if it exists, to going the extra mile by holding the election.

In general, do keep precedent in mind. Should the Assembly have the authority to essentially strip an existing officer of his/her title and responsibilities ("You are now Honarary Keeper of the Dustbin") if a majority (or whatever is required for a by-law change) so feels? Setting the threshold very high (no opposing vote) seems a reasonable way to avoid unnecessary (maybe) administrative work while protecting the rights of the constituents who elect officers.
posted by WestCoaster at 4:41 PM on May 23, 2005

The only snag I see here relates to the relationship of the Assembly to it's constituents. Changing your bylaws is elementary enough, and I wouldn't think that Robert's Rules of Order would prevent you from changing them.

The voters, on the other hand, elected said official because they felt that he or she was best suited to the job, which may not be true once the duties of the job are radically altered. Would you want your state AG suddenly serving as Secretary of Agriculture?

If the bylaws are your highest governing document, (i.e., you're not also subject to a higher constitution or other governance document), and they don't say that you can't change the duties of a position mid-term, then I would say that you can make those changes as you desire. You may wish to establish rules governing the change of duties first, and abide by them in your decision, to foster transparency for your constituents (and, it'll make this easier if it comes up again.)
posted by Yelling At Nothing at 4:57 PM on May 23, 2005

Thanks for all the thoughtful feedback! (and keep it coming!)

To clarify on a couple of points: the Bylaws are not our highest governing documents. We have a Constitution which supercedes them. Amendments to the Constitution require approval by the entire constituency; amendments to the Bylaws do not -- they require a supermajority in the Assembly. Our Constitution is extremely general in nature, essentially describing only the ideals and goals of the organization and identifying the major entities; but specification of nearly all the details and day-to-day stuff (which, in this case, is what we are attempting to amend) is left entirely to our Bylaws. So, to give you an idea, we have a treasurer specified in the Constitution (this is not the office in question), but his responsibilities specified there are basically to "oversee the finances of the organization", and the specification of the rest of his responsibilities are explicitly delegated to the Bylaws -- where they are laid out in great detail. This is also the case with the office in question.
posted by alopez at 6:36 PM on May 23, 2005

Well then, obviously you can't rework the duties such that they violate your constitution.

What we're really getting into here is a political question, that of, is this move going to offend anyone, and will your constituents let you get away with it, but that wasn't the question asked, so I'll just say that as long as you aren't changing the position to the extent that you run afoul of your constitution, the answer to your question is yes.
posted by Yelling At Nothing at 9:11 PM on May 23, 2005