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Our Board does not have term limits. We are re-writing the bylaws, and plan to include term limits. Will the new term limits rule apply only from the time the new bylaws are adopted, or will it take into consideration terms served before the term limits rule is enacted, and be retroactive? Thanks, Yoram

A completely new version of our church constitution and bylaws were proposed and read at the annual business meeting in January. Per the current rules governing amendments to the constitution and bylaws, the actual vote on the new documents will occur at the next annual business meeting in January 2024. However, upon review of the proposed new documents, the members have determined that they would like to make some changes (i.e., amend them) before they come up for vote in January. Is it permissible to call one (or more) special meetings to amend the proposed new documents before the vote in January? (Our hope is to complete the process and put the new constitution and bylaws with amendments in effect in January 2024.) Thank you.

For an entity, I have seen bylaw amendments stating two thirds of total members present or super majority needed to vote in favor of a bylaws amendment. In the case that current bylaws are silent on the voting requirement, what is the ruling on the voting requirement to approve of a bylaw amendment: is it simple majority or super majority (two-thirds)?

We are debating and voting on amendments to our bylaws, and I have a couple issues I could really, really use some help on. Our bylaws state the 2/3 threshold applies to “voting members present and voting,” quoted here (with the name of our organization redacted): //content.invisioncic.com/r127373/monthly_2022_03/E996D3A9-B7C7-4EEB-9570-43AE693A0433.thumb.jpeg.33281c16ee2a986d4c10304280cd3f5a.jpeg However, when we held a vote, abstentions were counted in the calculation for the total number to reach the 2/3 threshold. The proposed amendment failed to pass by 1 vote, but included in those calculations were 9 abstentions. At the time, the parliamentarian announced the result, and someone immediately motioned to postpone the other discussions until the next business meeting. To me, that calculation was in error, as “voting members present and voting” seems pretty clear that abstentions shouldn’t count. “Voting” implies taking an action, and this was a zoom call where abstentions took NO action (honestly we’re not even sure all of them were still there. Some of their cameras and mics were off). I have reached out to the other committee members in charge of the vote (I’m also on the bylaws committee), and brought this to their attention. However, while they agree that an abstention is NOT a vote, they still feel that abstentions should be part of the overall count. I’m honestly very confused as to why… I suspect that since this was a very contentious debate, and also both of them were personally against the proposed amendment, they’re very reluctant to reopen the issue. (For the record, they’re not bad people! I just think they are likely dismissing my concerns rather than taking the time and effort to review it fairly.) I have quoted the relevant sections of Roberts Rules - how the 2/3 vote works, how “and voting” in the Rules directly mirrors our Bylaws language (or vice versa), how members have a right to abstain without their vote counting towards a “No.” I’m honestly at a loss as to what else I can do, or what other references I can provide to them. So the first question is - does anyone have any other references that explain in plain English how and why abstentions are not included in the 2/3 vote threshold calculation? Or that confirm the words “present and voting” in our bylaws mean only counting votes that are cast, and not abstentions? Second question - if I do convince them that we did the calculation incorrectly, can we simply recalculate it after subtracting the number of abstentions? Or would that vote be invalidated and we’d have to hold it again? Third question - if I can’t convince the parliamentarian and the committee privately that this was done incorrectly and we need to fix it, what is the best way to address it before the membership? - keeping in mind that we postponed further debate on the amendments until the next meeting, DIRECTLY after the result was announced. - from reading, I’m assuming I could make a point of order as soon as the next business meeting opens, and then if the Parliamentarian doesn’t sustain it I could Appeal to put it to a vote of the membership? I am worried about timeliness though. The point of order is supposed to be made immediately after the result is announced, but there wasn’t an opportunity before the motion to postpone. If that wouldn’t qualify as “immediately,” then would section 23.6, example E apply and provide an exception to the timeliness requirement? The one that discusses breaches of a continuing nature, and the example includes “a rule protecting a basic right of an individual member.” Namely, in this case, the right of abstention. I think we have an ethical obligation to correct this, especially since it affected the outcome of the vote. Any possible help you can give me would be greatly appreciated. Thank you for your time!

The Association I belong to has an article concerning amending bylaws. The Article states in it's entirety "The Bylaws may be amended by a two-thirds (2 / 3) vote of the CEA membership present at the Annual Meeting on the first in-service day of school. All proposed changes to the Bylaws must be approved by the Executive Board prior to their submission to the general membership." My question is if a meeting is not held for numerous reasons (Covid being one of them) and amendments or general revisions are being recommended, how could the association work around the meeting not being held? I reviewed the suspension of rules and that doesn't seem to apply and can find no other means to make amendments. There also is no other means else where in the bylaws to overcome this article statement. Is there a way to overcome this limitation? What if the annual meeting is not held on the first in-service day but at another time? Has this article, the way it is written, significantly constrained the association that only once a year and only during the first in-service day amendments can be made? I don't think this was the intent but the bylaws were last updated 2001 when times were much different. {;ease advise, thank you!

This was posted before, but with too many details, and the results, no surprise, were tangled. Apologies. Here it is again, stripped down and simplified. To guide us in the future. Assume: A grantee organization asked for another ,annual grant, $80,000 as they got last year. A trustee submitted a motion , on time and in writing, saying: "I move to again fund the grant request, as presented, $ 80,000, and also the customary 10% contingency of $ 8,000. .. An $88,000 grant for 2020." A discussion ensued: There was a suggestion to cut down to $50,000 another to reject it entirely, or to give just the requested amount, $80,000 and no more,theoutcome and so on. No one moved to amend the motion on the table ($80,000 as last year plus 10%).. The vote was in favor of granting. The yes carried. The Executive Secretary entered the outcome in the minutes thus: "...This was followed by a discussion among the Trustees. There were 5 No votes and 6 Yes Votes. Thus, (the applicant organizaion) will receive the full grant amount requested." The Treasurer interpreted this as an approval of the Grantee's request, $80,000. But the Trustee's motion on the table was different, to give an $88,0000 grant. While there was " a discussion among the trustees" as the Ex Sec reported, no one moved formally to amend the Trustee's proposal of giving $88,000. The question: Do opinions expressed during a discussion affect or amend the motion on the table? Or can you change the motion only by a proper procedure to amend it? Thank you, Yoram

We are an association of journalists. Our Bylaws detail how members should renew their active status, annually, by submitting proof of current published work ("clippings"). The bylaw says: ..".Submit six original clippings...from the preceding twelve months (July 1 through June 30)". A proposed change is to add the following language, not by going through the mandated bylaw change procedure, but by a simple motion: ..."and must be based on...press conferences ... occurring during the period starting January 1st prior to the qualifying fiscal year (e.g. an 18 month period) to qualify as clippings; stories based on and photographs taken during activities occurring prior to that 18-month period may not be submitted" Those objecting to this proposed motion say that you cannot make any change to our bylaws, no matter how minor, unless you do it by a proper bylaw amendment, as required by our bylaws. Those supporting this proposed motion say that it simply "clarifies" the current bylaw and that all it takes to add that clarifying language to the bylaws is a simple motion. What say you, please?

Wow. I have been reading some of the discussions concerning bylaw changes. They are quite extensive. Here's my question. Our Post bylaws state we are to review and make changes to our bylaws annually in June. We have our elections in May, and our Department has its convention and elections in June. The Commander and some of our members agree that we need to change the annual review in our bylaws to something more manageable. I believe the bylaws should be reviewed as often as necessary or when numerous changes need to be made, and not wait for the annual requirement. There is too much going on in May and June to fulfill this annual requirement during this time frame. I suggested to our Commander to establish a bylaws committee in order to submit changes to our membership, and he agrees, but he also believes we cannot do anything until June, which is understandable, yet there are numerous outdated information and changes that must take effect immediately. I understand that we cannot "suspend" the annual bylaws/rule, but something must be done. I am the Adjutant of our Post, and the bylaws must be reviewed as soon as possible. How may I move to change that rule? Am I able to make a motion via an amendment to something previously adopted in order to have the bylaws committee start their review, and then make the change permanent during the review process? I know I have to notify all of our members in order to approve this change, but if I don't notify the entire membership, then a 2/3 will be required of those present at our meetings (which averages between nine and fifteen members present (our membership is less than 80 and dwindling via unpaid members)). After all is said and done, how may I propose the change to that particular rule? Our Post is only 5-1/2 years old, and the bylaws have not been changed in over three years. I know the wording in the motion is very important. Here's the exact partial wording in the bylaws: "This Constitution may be amended by resolution at the annual meeting. Proposed amendments shall be submitted in writing to the Executive Committee for its review and presentation at the next annual meeting. Copies of proposed amendments shall be distributed by mail to all Post members at least 10 days prior to the date of the vote..." (The rest of this rule specifies the distribution to Department and National Headquarters.) (And here's the catch-22: if the current commander does not review the bylaws before his/her term of office ends, then the new incoming commander has to wait until the following annual meeting before anything can be done to the bylaws, and if this commander fails to review the bylaws before his term has ended, then the new commander must ensure it's done. The cycle continues. We also, that I am aware of, do not have an executive committee.) Any suggestions will be greatly appreciated. Thank you.

I have a situation where our bylaws require that a bylaw amendment requires that the board members be given 24 hours advance notice of the amendment prior to taking action on the issue, can the board vote set aside the 24 hour requirement?

A BYLAW CHANGE - AMENDMENT WAS PRESENTED FOR A FIRST READING. For the second reading, the author introduced some changes in the text. How do we handle it? Acceptable? Or does it becomes a (new) first reading? Or? Thanks.

OUR organization holds lectures, seminars,meetings etc. In order to motivate members to show up and participate, we moved and resolved that members who do not attend a certain number of such events each year, will not be eligible to work for the organization and get paid. So far so good, but: The e.g. after '" no member may be employed (PAID) by the association in any capacity" enumerated: "(Officer, committee member, ..writing for the website" etc.)" Here is the problem: Our bylaws list the four officers, and describes their duties and compensation.. Does this new motion improperly amends the bylaws as to 'officers' , and hence is null and void (only as to 'Officers')? Thanks.

Our organization is comprised of a few hundred members, which are further be broken down into three distinct groups. Our board is comprised of five members. One board member is elected by one group of members, another board member is elected by the second group of members, and the three other board members are elected by third, and largest, group of members. There is by-law change proposal that has been read at the first of two required meetings. The proposal is to allow the largest subsection of our organization to have a vote in electing one of the other subsection's board member. However, the proposal is excluding the third subsection from also voting in the selection of the second's board member. Basically, the largest subsection of our organization would be voting for the board member from one of the other subsections, as well as our own, but the third subsection would be excluded from voting. That was just a little backstory. I'm sorry if it's confusing. The crux of my question is as follows: At the second reading of the proposed by-law change, am I able to propose an amendment to it that would allow all three subsections to vote on the selection of one group's board member, instead of just two? Thank you so much in advance for your help. If you need any further clarification please do not hesitate to ask.

A motion that was voted on and passed at our Town Meeting last year was insufficiently broad to cover the scope of work intended. The work has already gone out for bonding. Our bond counsel recommends that we amend the article from the previous (adjourned) Town Meeting to broaden the scope. As Moderator of the town I ruled that an article or motion from a previous adjourned meeting cannot be amended. I'd like to ask the forum about this issue.

A motion was made at a meeting of the entire assembly to amend the bylaws and passed. Later it was discovered that the bylaws state that any amendment must be discussed and voted on by the executive board and due notice (10 days) be given before the assembly meeting before an amendment can be voted on. Was the amendment proper and does it stand?

I find myself as the unexpected board member and treasurer of a tax exempt organization (livestock breed association). The previous treasurer quit after being harangued constantly by a member about his not producing "monthly warrant reports" . In the CB&L, the treasurer's duties are enumerated and one section states: "The Treasurer shall make (at a minimum) a quarterly Profit & Loss Statement, Statement of Cash Flow, and Trial Balances to the Board of Directors. These reports shall be available to Association members." Other duties include submitting an annual budget, annual audit, receiving and disbursing all moneys, being custodian of the funds. Seven years ago, at an annual members meeting, a resolution was passed 'requiring' the Treasurer to submit a 'monthly warrant request' to include all expenditures to be paid that month, such information available to the membership upon request. This was not an amendment to the C&BL, but a motion by the membership at the annual meeting in 2011. Since then, the treasurer from that time prepared this warrant report. After the annual meeting in 2017, the long-serving board members who followed this 'resolution' quit, leaving a new treasurer without guidance. He quit this week from frustration and now I must clean up everything. Question: Is this 'monthly warrant report' enforceable on the treasurer, or would it more properly be instituted via amendment to the C&BL? I am trying to do the right thing in this case. We have our annual meeting in June and there is time for members to submit proposed amendments. Thank you in advance.

Hello all, I work at a university that has shared governance with 5 constituent groups. We recently added two groups with constituent status. Previously in the by-laws of one of the groups, it stated all three groups who were originally involved in monthly meetings with the chancellor. We were wondering if it would be in accordance to Robert's Rules to not list every group, but instead say something more vague so that we do not have to amend every time a new group is added. Thank you in advance!