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Large organization with constitution has four departments each with bylaws. One of these departments divides for functional reasons-too unwieldly to govern as it had grown exponentially but this department still has some functionality that must be under one umbrella. Two departments emerge with bylaws. In reality they perhaps either need one set of bylaws with addendums or perhaps these two need a constitution with separate bylaws? any thoughts? further in the two new departments there needs to be a clause describing porportional voting such that one is still much larger and by number would have more votes. Again, these two have reason to have some joint rules - voting for one. Although 80% of the work is done as independent departments they can not be completely severed. thanks for your thoughts on either

The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year. Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws? If so, how do you refill positions without the organization ceasing to exist?

Our social club has had a pretty rough start to the new year. Our bylaws state the Executive Board must have a quorum of 5 to vote and in order to have our general meeting you must have 4 board members to open the meeting. Our VP resigned two weeks ago and our Past President resigned last week. Last night our newly elected President wanted to appoint a new Parliamentarian, VP and Past President, just before the board meeting, we had another executive board member resign (Sergent of Arms ), leaving them with 4 executive board members- no quorum-no votes. Just before the general meeting, another executive board member resigned (Treasure) leaving them with 3 executive board members- no general meeting. Our attorney (who is a member, our attorney for the executive board & mediator) adjourns the meeting and said he must review Robert Rules and thinks we must now have a new election. Any input would be greatly appreciated.

I'm working on a bylaws revision. One of the items regards the terms of officers. What has traditionally happened is that at the annual convention, the elections for officers are held. The new officers do not take office immediately, but instead take office at the adjournment of that annual convention. Technically, this means that there is a "lame duck" period, but it's usually just for an hour or two. It also means the presiding officer does not change midway through the convention. I am trying to incorporate that custom into the bylaws. What I've tentatively written is this: C. Officers shall be elected at the annual convention and shall take office at the adjournment of that convention. The term of office for all officers shall be from the adjournment of the annual convention at which officers are elected until the adjournment of the following annual convention or until their successors are selected. Elections for officers shall follow the procedure for single-member elections as specified in the Convention Rules. D. Any officer who has been elected or appointed to fill a vacancy for the remainder of a term shall take office immediately, and shall hold that position until the adjournment of the following annual convention or until the officer’s successor is selected. The "or until their successors are selected" is there so that vacancies don't cause a mess (based on RONR's suggestion). I use "selected" because there's both an option for appointing an officer to fill the remainder of a term and an option for a new election to be held. This language makes sense to me, but I could see someone suggesting (perhaps if they strongly dislike one of the current officers) that because the successors have been selected in the middle of the annual convention, that they should take office immediately, despite the other provision regarding the term starting at the adjournment of the annual convention. Am I reading too much into this, or is this a legitimate concern? Is the wording I've proposed adequate?

If an organization has this scenario: (1) The existing Constitution/Bylaws provision regarding notice for Constitution/Bylaw amendments are a bit inconsistent and perhaps open to differing interpretations; (2) The Constitution & Bylaws Committee proposes a complete revision of the Bylaws (replacing both the existing Constitution & Bylaws with one new document, a set of Bylaws), which is then adopted by the assembly; (3) The new Bylaws specify that a one-month notice will be given to members regarding proposed Bylaw amendments, and all proposed Bylaw amendments must be submitted to the Bylaws Committee (for discussion/modification/etc.) one month prior to that deadline for the notice; After the revision is complete, are amendments to the Bylaws at the convention in order if they meet the old Constitution & Bylaws requirements for notice, but not the new requirement? FYI, the relevant provision in the current Constitution re: the amendments and notice states: "... such amendment be made available in writing to convention delegates with enough time to consider the amendment. Publication in the newsletter at least a week before the convention shall always constitute sufficient notice." No newsletter exists right now, so that doesn't help the situation. I don't know what people would consider "enough time to consider the amendment" (one of several reasons the Bylaws are being revised).

If an assembly is considering a revision to the bylaws, and we are considering it by paragraph, is it acceptable/appropriate to ask for unanimous consent on some sections that are simple and likely uncontroversial? (e.g. the name of the group, the clause re: parliamentary authority, etc.) I don't think it should be used for anything complex, and I also don't think it should be used if there is ANY debate at all on the issue (other than the initial person from the committee speaking in favor of the section). But for the simple and basic things, it could help us save some time. I ask the question because obviously bylaws are of critical importance, and I don't want to appear to be rushing through anything.

Hi all, I am part of a committee that is working on some major changes to my organization's primary and secondary documents. We are planning to (mostly) merge the two documents together, and also create some other secondary documents. The way we are planning to do this is to take the existing Bylaws (the current secondary document) and redistribute its language into other documents. Much of the language will be placed in the Constitution, some of it will become Special Rules of Order, and perhaps a small portion will become Standing Rules. The Constitution of the organization will then be renamed to become the Bylaws of the organization. Part of my concern is with an existing constitutional provision regarding amendments. Currently, the process to amend our Constitution requires a 3/4 vote. However, based on my understanding of RONR, this is not actually an amendment but is instead considered a revision, in which case the entire document (the Constitution) is open for primary & secondary amendments. Right now, our tentative plan is for the committee to present a somewhat complex motion to the assembly to move the contents of the Bylaws into the other documents, eliminate the existing Bylaws, and rename the Constitution to be the Bylaws all in one motion. The questions I have are: * Does the motion require a 3/4 vote, given the procedure specified in the constitution, or is a 2/3 vote sufficient? * Would we be able to suggest that Division of the Question is out of order, given the fact that we are entirely eliminating one document and redistributing its contents elsewhere? * Is our complex motion the proper way to proceed, or is there a better way to do this? Any advice you can offer is appreciated. Thanks much for your help.

Given the current political climate, the question of procedures for handling accusations of sexual harassment within our group has come up. (It should be noted that the discussion is hypothetical at this point, as nobody has been accused.) As I understand our bylaws, they only contain explicit discipline requirements for violations of the loyalty oath and for excessive absences from meetings. If (again, hypothetically speaking) we had a member who had sexually harassed someone else, can we specify that as a charge for a trial, or is the lack of a cover-all "members shall not do stuff that makes us look bad" clause in the bylaws going to cause problems?

I'm working on several amendments to the bylaws of an organization I belong to. Some of these amendments involve either striking sections or introducing new sections. Of course, this will require renumbering of sections. So, there are some questions: Would it be overstepping bounds to include a form of the verbiage from p. 599? Would this let us renumber and fix references in one fell swoop? (Assuming that the former would be overstepping: ) If I move to change the numbering of the remainder of the sections, do I need to explicitly list all of the numbers that are changing, or can I move to renumber the sections? Likewise for cross references: if there is a reference to (e.g.) section 9.3.5.2, and that section gets renumbered to 8.3.6.2, will I need to explicitly list the existing references and the new section numbers?

If the byLaws require an election in January, can the Board vote to move it to March?

Our association elects a new Vice President every year in late spring for a one year term. He/She then automatically elevates to the position of President the following year. The current VP is thinking of taking a job beginning Fall 2018 that would preclude his ongoing membership in the Association, which means he would also not be able to serve as President next year. Under our Bylaws, any vacancy in an elected position can be filled by President, with the approval of the Executive Board. There are no provisions for special elections, and we have never had a President who was not Vice-President the year before. Assuming the current VP accepts the new position: 1. If he does not resign before the end of this year, does the membership or President even have the power to replace him before his term ends? 2. If he does resign before spring elections, is it proper for the President to appoint a replacement, given that the new appointee would then become president? (the concern is having an unelected President who would have been VP for just a few weeks before elevating to President). 3. Alternately, can we hold a special election to fill the position of President for next Fall, and can we place any restrictions on who may run (e.g. "only past presidents" since they would not need the training that comes with being VP the previous year). Thanks! Paul

I am VP of a local organization. Our purpose is to raise funds for a fire department. At the last quarterly membership meeting the President read aloud a contract he signed giving away ownership of our only 3 buildings. He did not fully read the contract. Many yaddah yaddah yaddahs. This came as a surprise to myself and the Secretary. Previously we had been approached by another organization for them to take ownership of our 3 buildings while we still owned and operated everything inside. The board decided to have the corporation vote on going forward with negotiations. Really shouldn’t have been a decision as the state statutes require a corporation vote on the sale of assets that are not a common part of an organization’s business. And that something of this magnitude belongs in the members hands. The minutes of the members meeting state: “ A motion was made by NAME to accept the NAME (other organization) offer to take ownership of the buildings and allow the Executive Board and NAME (President) to negotiate and sign the terms of transfer of ownership to the buildings on behalf of the corporation. NAME seconded the motion. All were in favor, no one opposed.” State statutes do not allow for even the board to make this decision. (Just learned that.) So the motion goes against statutes which makes the motion null and void according to RONR. Correct? Also, the motion itself says that the board and the president will negotiate AND sign the terms of transfer of ownership. So in that case would the contract be null and void because even the motion itself (had it been valid) was not carried out since the board had no opportunity to see the contract before it was signed, and thus did not sign it themselves? The bylaws do not give any 1 individual this level of decision power. Signing that contract before anyone else saw it was in effect making a solo decision on the matter. Which goes against the core of any democratic organization. I made a motion at the last board meeting to have both the board and the corporation vote on said contract. I was given the information above as reason why no votes needed to be taken. Two people said nothing. Both had previously let me know they were not happy the contract was signed without our knowledge. 5 people told me the above plus a special meeting we had (to have the members vote) again as reasons no votes need be taken. Honestly, I think the minutes have been altered. I do not remeber the motion being stated that way. Was never given a copy of those minutes until I questioned the procedures on this contract, so I have no way to check. The person that seconded the motion also does not remember it being stated that way and states they “would never have seconded a motion to accept the offer. I was expecting a final negotiated contract from the board to be voted on by the members at the meeting where we were instead surprised by the signing.” I do not know yet if my motion was recorded in the minutes. I will only know when the minutes are read this coming Tuesday. (They are not sent out to anyone but the President from the Secretary.) To my knowledge every motion is to be recorded in the minutes. That’s why I made sure to make a motion rather than include it as part of the informal discussions. In my head this all makes sense. Procedurally from two different In my head this all makes sense. But I need someone outside my organization to show me any flaws in my logic. Am I right here that the motion is not valid for either of these two reasons? What motion and when do you think I should make it to bring this to the attention of the membership? (Sorry still new at this and we don’t seem to be following RONR very well so my experience means very little.) And considering the person that did this is the person whose job duty states they are to make sure we follow all procedure, am I wrong for wanting an investigation as to why this happened? And possibly call for a vote to remove them from office should willful misconduct be shown? If a District Attorney wanted to, there is potentially a crime here. The man gave away property that did not belong to him without the organization that owns it giving approval (in the form of a member vote) to the terms which also doen’t approve the asset transfer.

I'm on the board of a non profit with bylaws that don't address the process for amending them. There's an immediate to amend one of the bylaws within the next 12 days. It's my understanding that if we have an isolated bylaw change we can handle it as we would a motion to" Amend Something Previously Adopted." Since timing is critical and there isn't time to send a notice it would take a 2/3rd vote to pass the change. I expect push back and wanted validation on this plan.

In the organization that I am a part of, we have a section of our bylaws that state the qualifications to hold/be nominated for a certain position. In these qualifications it references an outside guideline that our organization chose to adopt many years ago. It recently was brought up that there were several folks in these positions that did not meet the qualifications to hold/be nominated for that position because a certain qualification was supposedly stated in this outside guidelines however it was not specifically stated in the language of our bylaws. Recently it was enforced with one individual who is currently holding one of these positions and another individual who was trying to be nominated that they were not qualified to either be nominated or hold this position. Through research into this outside guideline and the history of it. It was determined that this outside guideline actually never stated anything about this certain qualification. It seems that most folks just assumed it did and were mis lead by those who were supposedly "parliamentarians" and experts on this outside guideline. My question is now that new information has come to light can either the organization or the Board of Directors of the organization go back and right the wrong?

I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. In addition, our bylaws state that the headmaster shall serve as an ex-officio member of all committees. We have recently received a recommendation from one of our accrediting bodies that that the headmaster should serve as a non-voting ex-officio member of the board. 1 - Is it best practice (or acceptable) to limit voting rights of an ex-officio member? 2 - Can an employee of the board be a member of the board?

I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. Our bylaws refer to the bylaws of the church. Is this an acceptable practice? Should the bylaws of the church always be included as an attachment to our bylaws? Or do we have to include the relevant parts of the church's bylaws within our bylaws? We receive a critique of our bylaws stating that the reference to the church's bylaws "compromises clarity of the duty of the Vestry in this school related role". Any advice here?

We have elected a new board of ed representative. At the evening vote there were 2 candidates. After the vote the winner said he would like to propose that we ad a co representative so they can both be on the board. My question is not if it is a good idea, but once the motion to change the bylaws passes do we have to wait for the next meeting to vote in the other candidate?

Our bylaws clearly state requirements of eligibility to run for an office, a member nominated themselves off the floor, after nominations closed, it was discovered that the member does not meet the requirements as spelled out in our by-laws, they are now claiming that RONR supercedes our bylaws and since the nominations were closed there was nothing we could do. Also the individual involved is the chair for the nominations committee and knew they were not eligible and nominated themselves anyway. Thoughts and opinions please.

I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving as presider pro tempore, it is not the elected secretary who does any of this work, nor is there an active role in our staffing structure for the secretary directly to coordinate my performance of these duties as a delegate. As we review the board's bylaws for revision, I am unsure of how to reconcile the disparity between the titular office of secretary as a member of a board I serve but on which I do not sit, and the actual performance of the secretary's functions, which are integral to the fabric of the rest of our bylaws. Are there other contributors to this forum with a similar conundrum and how have you dealt with it as pertains to how your bylaws identify the roles of the officers of your board? Thank you.

This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon. I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights. The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members. My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board. Thank you in advance for your help!

Is it possible to make needed corrections of grammatical errors in the Bylaws without having each correction voted on by 2/3 majority? Is it even necessary for these corrections to be voted on at all if the underlying meaning of the Bylaw is not altered?

My college's student government has in its bylaws an attendance policy for its members, with the penalty of automatic expulsion for being absent too often. I think it may contradict our constitution's minimum vote threshold for expelling a member, though. Can someone look at this language and tell me whether our attendance policy violates our constitution? (We have adopted Robert's Rules of Order as our parliamentary authority for meetings.) Our constitution says that the Federation can "[d]iscipline and/or remove officers or representatives with justified cause. This shall require a 2/3 vote of the Student Federation representatives and the consent of the President..." Elsewhere it says, "The Federation shall be empowered to enact its own bylaws, which must be coded and added accordingly as official governing authority of the Federation...." Our bylaws say, "After two unexcused absences or a combination of four excused and unexcused absences in the year, a member shall be removed from the Federation. A member may be reinstated by a two-thirds vote." The types of absences are defined, but that's not important here. In my opinion, the attendance policy is unconstitutional because a mere one-third of the members can successfully vote to have someone expelled (after the specified number of absences). On the other hand, the bylaws have been created ahead of time, and a deliberative body can create its own rules for its members. Is it legal here to have an automatically enforced attendance policy?

I am working with an organization who is seeking to make some changes to their bylaws. One issue I am wondering about is whether it is alright to change article numbering. The reason being that they are seeking to add a new article to the bylaws. For the readability and general flow it makes the most sense to add this article in the middle of the bylaws. However, that would offset the sequence of article numbers for everything after that. The reason that this matters is an article at the very end which specifies that some sections may not be amended and lists them by article number. So if the numbers were changed it would need to be updated to continue referring to the correct sections. Essentially are the numbers of articles and sections a part of the un-amendable content or are they viewed more as formatting which can be changed if needed?

Hello, In an organization I'm in, the following irregularities occurred while voting on an elected position in a small meeting. 1. A candidate, like others, had left the room while discussion was taking place. When he returned, he was notified of the result of the discussion. The candidate, apparently under the impression that the result was final and that voting did not yet take place, asked why the result was as such, as he was not preferred. Despite the chair of the meeting announcing that voting is to take place, and after a short discussion, he made a short pitch on how he qualifies for that position while people were filling their ballot. 2. While voting was taking place, a member raised an objection that what happened is irregular and gave the candidate an unfair advantage over others. The objection was not taken into account and voting proceeded normally. 3. After the result came out, the candidate who made the pitch won. The member who had raised the objection notified the organization by email that what happened is highly irregular and unfair, after which a few members admitted to have felt pressured inside the meeting into voting for the candidate in question due to his presence and actions. In this case, and in case the organization's bylaws do not specify how you can challenge elections results, what is to be done according to ROR? Is voting repeated or other measures taken, or are members considered responsible for their choices (including the chair who did not take the objection into account)? I personally view the elections to be illegitimate due to the pitch that happened during voting, but I am wary that other members may have not liked the outcome of the election and are using this fact to repeat the voting and change the outcome, and thus setting a bad precedent. Any input is appreciated.

Hello everyone, I apologize for the convoluted situation I am about to describe. My university recently held an election for student body president. During this election there were violations of the election bylaws by numerous candidates. As a penalty, votes were subtracted from their vote totals. These subtracts completely changed the outcome of the election. It seems to me that these rules in the bylaws are illegal. Student senate has already confirmed the election results. Essentially, I am wondering if the confirmation vote by student senate can be retracted and if Roberts rules says anything about bylaws needing to be legal in terms of U.S. law to be followed. If so, could we ignore the portion of the election bylaws that call for votes to be thrown out based on campaign violations after retracting our confirmation? Otherwise, could this election somehow be deemed null and void because of this and a new election take place under amended bylaws? Best, Chris