&Questions Answers

In general, bylaws cannot be suspended unless the certain sections provide for their suspension or are in the nature of rules of order [RONR (12th ed .) 2:8(4); 3] . Per RONR (12th ed .) 2:15, “rules of order derive their proper substance largely from the general nature of the parliamentary process rather than from the circumstances of a particular assembly”.

Bylaws typically include a time when officers, in this case, leadership roles, are elected: for example, an annual meeting, or another designated meeting in the bylaws, would be held “for the purpose of electing officers [and other business]…” [RONR (12th ed .) 56:63(2)] . Designation of a particular meeting for particular purposes is not purely procedural, and is not in the nature of a rule of order .

The bylaws need to be reviewed carefully, and at least two possibilities could be suggested:

1 . Depending upon your custom and on the bylaws relating to terms of office and the filling of vacancies, it is possible that the organization could consider the leadership roles vacant, and then fill the vacancies as provided in the bylaws . If the bylaws state that the leaders continue in office until their successors are elected, then the leaders could instead choose to resign, and then the vacancies could be filled as provide by the bylaws .

2 . If the bylaws provide for the calling of a special meeting, you might be able to convene a special meeting to “amend” the amendment by adding a proviso or similar transitional language .

Questions & Answers Research Team