retched Posted October 13, 2016 at 04:37 AM Report Share Posted October 13, 2016 at 04:37 AM Forgive me if this has been discussed previously in other topics, like this one I found here: I'm in the middle of writing a set of a bylaws for a corporation. I'm trying to write a clause that clarifies that RONR is indeed the set of rules to follow for all meetings but then noticed that there is also discussion of a set of succession rules that must be followed? Hoping that someone can help me clarify if this meets what I'm trying to convey. (I understand this isn't a law forum and wouldn't ask for that here.) Quote Section 3 – Rules of Meetings The rules contained in the current edition of “Robert's Rules of Order Newly Revised” shall govern all meetings of the Shareholders, all meetings of the Board of Directors, and all meetings of any committee and subcommittee thereof in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules which may be ordered by the appropriate body, or any statute or law of any jurisdiction where applicable. Special rules of order may be adopted by a vote of the majority of the shareholders (in the case of a meeting of the Shareholders), a majority of the directors (in the case of a meeting of the Board of Directors), or a majority of the voting members of the affected committee or subcommittee. Thanks for reading. Quote Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted October 13, 2016 at 06:10 AM Report Share Posted October 13, 2016 at 06:10 AM ". . . a set of succession rules . . ."? What do you mean? Are you referring to the superior rules to which parliamentary rules will yield? *** Why are you embedding a customized process of adoption of special rules of order, in the same paragraph? If you don't like RONR's default process, then okay, but do not cram it all into one humongous paragraph. *** Are you already cognizant of the parliamentary motion "To Suspend the Rules"? I fear you are re-inventing wheels were there is no need to. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted October 13, 2016 at 08:34 AM Report Share Posted October 13, 2016 at 08:34 AM And .... per RONR, page 17, the adoption of Special Rules of Order requires either of two sets of conditions, which your proposed bylaws appear to relax quite substantially. Is that your intent? Also your phrasing of the required vote - "a vote of the majority of the shareholders" is NOT a "standard phrasing " as is found in RONR, page 400ff, and is a bit ambiguous. Was it your intent to leave out "present and voting", or did you really mean "a vote of the entire number of stockholders"? Or something else? Perhaps you should have a professional parliamentarian do a careful review of your proposed bylaws. Contact either (or both) the ... National Association of Parliamentarians 213 South Main St. Independence, MO 64050-3850 Phone: 888-627-2929 Fax: 816-833-3893; e-mail: hq@NAP2.org <<www.parliamentarians.org>> or American Institute of Parliamentarians 618 Church Street, Ste 220 Nashville, TN 37219 phone: 888-664-0428 e-mail: aip@aipparl.org << www.aipparl.org >> for a reference or information. Both organizations offer training and contacts with local parliamentarians. Quote Link to comment Share on other sites More sharing options...
retched Posted November 13, 2016 at 07:42 PM Author Report Share Posted November 13, 2016 at 07:42 PM On 10/13/2016 at 2:10 AM, Kim Goldsworthy said: ". . . a set of succession rules . . ."? What do you mean? Are you referring to the superior rules to which parliamentary rules will yield? *** Why are you embedding a customized process of adoption of special rules of order, in the same paragraph? If you don't like RONR's default process, then okay, but do not cram it all into one humongous paragraph. *** Are you already cognizant of the parliamentary motion "To Suspend the Rules"? I fear you are re-inventing wheels were there is no need to. I might be and if that's the case I'll just drop it.. The reason why I included such a clause is because I'm used to such a clause from similar documents (like the Consitution of the US : "Each House may determine the Rules of its Proceedings, punish its Members for disorderly Behaviour, and, with the Concurrence of two thirds, expel a Member.") as well as every other College's mandate of the Rules of Order being RONR. On 10/13/2016 at 4:34 AM, jstackpo said: And .... per RONR, page 17, the adoption of Special Rules of Order requires either of two sets of conditions, which your proposed bylaws appear to relax quite substantially. Is that your intent? Also your phrasing of the required vote - "a vote of the majority of the shareholders" is NOT a "standard phrasing " as is found in RONR, page 400ff, and is a bit ambiguous. Was it your intent to leave out "present and voting", or did you really mean "a vote of the entire number of stockholders"? Or something else? Perhaps you should have a professional parliamentarian do a careful review of your proposed bylaws. I believe that me including that was kind of bad. I wasn't really sure if there should be a separate clause regarding rules of orders of Shareholders meetings since most corporate bylaws only institute a clause of RONR being used for Directors, Committees, and the like. In that case, I'll just remove the clause as a whole and rework it. (Also sorry for the horrible delay but I didn't realize that someone respond. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted November 13, 2016 at 08:32 PM Report Share Posted November 13, 2016 at 08:32 PM There's really no reason to 'rework' anything unless you're going to change some aspect of RONR's prescription for adopting special rules of order, and I don't think anyone here would recommend that unless you've got really compelling reasons for requiring such a change. If you're not going to recommend any such change, then you don't need to include any addtional wording at all, since it's all covered quite well in RONR. Quote Link to comment Share on other sites More sharing options...
retched Posted November 13, 2016 at 09:02 PM Author Report Share Posted November 13, 2016 at 09:02 PM 28 minutes ago, Bruce Lages said: There's really no reason to 'rework' anything unless you're going to change some aspect of RONR's prescription for adopting special rules of order, and I don't think anyone here would recommend that unless you've got really compelling reasons for requiring such a change. If you're not going to recommend any such change, then you don't need to include any addtional wording at all, since it's all covered quite well in RONR. By rework I generally mean removing that extra stuff I included at the end of the paragraph. So in effect it shrunk to this. The rules contained in the current edition of “Robert's Rules of Order Newly Revised” shall govern all meetings of the Shareholders, all meetings of the Board of Directors, and all meetings of any committee and subcommittee thereof. The rules contained in said texts shall be applicable in all cases in which they are not inconsistent with these bylaws, any special rules of order which may be ordered by the appropriate body, or any statute or law of any jurisdiction where applicable. Or something to this effect. Luckily for me, the incorporation hasn't formed and is still in the planning phases so I still have time to move around. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted November 13, 2016 at 09:35 PM Report Share Posted November 13, 2016 at 09:35 PM Grammar Nazi here: "in said texts" isn't necessary and implies a plurality of "texts". But there is only one text. Also no need to list all the groups meeting (you might miss one - then what?). The word "Society" - see my next paragraph - covers them all. Better to you use the phrasing found on p. 580, as augmented by the footnote. Quote Link to comment Share on other sites More sharing options...
retched Posted November 15, 2016 at 07:47 PM Author Report Share Posted November 15, 2016 at 07:47 PM On 11/13/2016 at 4:35 PM, jstackpo said: Grammar Nazi here: "in said texts" isn't necessary and implies a plurality of "texts". But there is only one text. Also no need to list all the groups meeting (you might miss one - then what?). The word "Society" - see my next paragraph - covers them all. Better to you use the phrasing found on p. 580, as augmented by the footnote. So far I have this now: (The reason I used what I had before was because the texts didn't make it sound like I could replace the word "Society" with the word "corporation". The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the corporation may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence. However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in these bylaws. (Also any reason why I'm not getting emails or notifications that replies were made?) Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 15, 2016 at 08:15 PM Report Share Posted November 15, 2016 at 08:15 PM 12 minutes ago, retched said: So far I have this now: (The reason I used what I had before was because the texts didn't make it sound like I could replace the word "Society" with the word "corporation". The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the corporation may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence. However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in these bylaws. (Also any reason why I'm not getting emails or notifications that replies were made?) Is the organization referred to throughout the bylaws as "the corporation"? If so, then do as you have done here and refer to it as "the corporation". If it is referred to by the use of some other term, then use that term. Delete the last sentence. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted November 15, 2016 at 08:28 PM Report Share Posted November 15, 2016 at 08:28 PM 1 hour ago, retched said: (Also any reason why I'm not getting emails or notifications that replies were made?) I'm signed up for notifications on threads I post in and I've never received one, unless someone quotes me. I know the Boss Lady knows about it but if I recall correctly it just doesn't work and I wouldn't be expecting it to work anytime soon. I don't know about email notifications. Enjoy! Quote Link to comment Share on other sites More sharing options...
retched Posted November 15, 2016 at 11:58 PM Author Report Share Posted November 15, 2016 at 11:58 PM 3 hours ago, Daniel H. Honemann said: Is the organization referred to throughout the bylaws as "the corporation"? If so, then do as you have done here and refer to it as "the corporation". If it is referred to by the use of some other term, then use that term. Delete the last sentence. I assume you mean the "However ..." portion. That's dropped and I forgot to change the "organization" to corporation. Consider that changed too. 3 hours ago, George Mervosh said: I'm signed up for notifications on threads I post in and I've never received one, unless someone quotes me. I know the Boss Lady knows about it but if I recall correctly it just doesn't work and I wouldn't be expecting it to work anytime soon. I don't know about email notifications. Enjoy! It's weird, but it's okay. I think I saw something about it on a post. Thanks for all the help all. Quote Link to comment Share on other sites More sharing options...
Recommended Posts