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Legal: seeking help on bylaws revision.


Q: We're revising our bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.

Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an
. Who should I call for assistance: a lawyer or a parliamentarian par·lia·men·tar·i·an  
n.
1. One who is expert in parliamentary procedures, rules, or debate.

2. A member of a parliament.

3.
?

A: You may wish to call both. The state-law aspect of bylaws is best addressed by an attorney. A parliamentarian can address procedural aspects.

An example of a state-law issue that an attorney would catch is improper use of electronic communication. While it might make sense to a bylaws committee to permit board voting by e-mail, nearly all state laws permit only decisions made during face-to-face meetings and conference calls to be legally enforceable. The purpose of this legal requirement is to facilitate the process of deliberation by insisting that all participating board members can hear--and perhaps be swayed by--all others. A board vote by e-mail, if tested in court, would be unlikely to hold up unless it was unanimous. Another legal issue likely to arise in a bylaws revision--and usually addressed in statute--is the number of days' notice required before meetings.

The types of issues that a parliamentarian might address include authorization to issue standing rules, a mechanism to call special meetings, and the identification of a parliamentary authority. The parliamentarian can also help in choosing a parliamentary authority that best fits the organization. These range from the encyclopedic Robert's Rules of Order Robert's Rules of Order: see parliamentary law; Robert, Henry Martyn.

Robert’s Rules of Order

manual of parliamentary procedure by General Robert. [Am. Hist.: Hart, 717]

See : Orderliness
 Newly Revised, 10th Edition (2000, Perseus Publishing) to more streamlined authorities such as The Standard Code of Parliamentary Procedure, 4th Edition (2000, McGraw-Hill Trade), Modern Parliamentary Procedure (1994, American Psychological Association The American Psychological Association (APA) is a professional organization representing psychology in the US. Description and history
The association has around 150,000 members and an annual budget of around $70m.
), and several others in between.

--James A. Woehlke, CAE (1) (Computer-Aided Engineering) Software that analyzes designs which have been created in the computer or that have been created elsewhere and entered into the computer. , legal counsel, New York State Society of Certified Public Accountants, New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
. The "Legal" item is not intended as legal advice but rather as an educational overview.
COPYRIGHT 2004 American Society of Association Executives
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Title Annotation:News & Know-How
Author:Woehlke, James A.
Publication:Association Management
Article Type:Interview
Date:Jun 1, 2004
Words:278
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