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Found 31 results

  1. 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.
  2. By-Law Amendment

    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!
  3. Amending By-Laws

    Our organization recently adopted Robert's Rules to replace Cushing's Manual of Parliamentary Practice. The existing language within our by-laws to vote on amendments calls for a majority vote, which is less than the 2/3 requirement called for under Robert's Rules. I have included the relevant language below. "Any amendment to these by-laws may be proposed at any regular meeting to be adopted by a majority vote of regular members at the following regular meeting, provided the members receive written notice of such amendments at least five (5) days in advance." Does an organization have the ability to impose requirements which are less stringent than those required under Robert's Rules (i.e. waive the notice requirement or require less than a 2/3 vote)? The rules speak to imposing voting requirements which require a vote larger than two-thirds, but are silent on imposing rules which require less. Will a majority vote rule for a pending amendment, or will Article VIII, Section 48 trump our by-law as written, as it runs afoul of the "motions requiring a two-thirds vote" requirement. Any guidance is greatly appreciated.
  4. Can Amendments be Committed

    I am slightly confused with the applicability wording of the motion to commit on pages 169-170. Were an amendment or series of amendments pending on a main motion that is referred to a committee, would the amendments accompany the main motion to the committee and therefore be acted upon prior to voting on the main motion after the committee rises and reports? I would interpret the answer to both parts to be yes, though I find that the italicized part of my question is slightly unclear based on the wording.
  5. Editorial Amendment

    Our Homeowner Association is doing an editorial amendment to our Bylaws. My questions: Do we present this as an amendment to the assembly to vote? Under Resolution, our board of directors has the authority to correct article and section designations and make other technical conforming changes. Can this editorial amendment be fixed using Resolution? Current Bylaws: Section 3. Annual Fees Park Maintenance Fee Annual fee of fifty dollars ($50.00) shall be paid to the treasurer by December 31. The fee will be used to maintain playground, park fence, lawn mowing and snow removal. The fee will be administrated by the directors of the Homeowner Association.Project FeeAnnual fee of ten dollars ($10.00) shall be paid to the treasurer by December 31. The fee will be used for Easter Egg Hunt and summer garage sale. The fee will be administrated by the Special Project Committee. Proposed editorial amendment: Section 3. Annual Fees Annual fee of sixty dollars ($60.00) per household shall be paid to the treasurer which shall be allocated as follows: Park Maintenance Fee of fifty dollars ($50.00) The fee will be used to maintain playground, park fence, lawn mowing and snow removal. The fee will be administrated by the directors of the Homeowner Association.Project Fee of ten dollars ($10.00)The fee will be used for Easter Egg Hunt and summer garage sale. The fee will be administrated by the Special Project Committee. Thank you for your help.
  6. The bylaws of our organization state that the bylaws may be amended by a 2/3 vote of the members in good standing, provided that the proposed amendment shall have been read at the previous regular meeting of membership. In June, the Bylaws Committee presented an amendment that would alter the nominating process for the selection of officers, including President, by changing the makeup of who was eligible for the Nominating Committee. During the discussion, one member significantly amended the proposed amendment, by adding a long paragraph about the selection of alternates for the Nominating Committee. I took the position that the new language should go back to the Bylaws Committee to present at the next meeting and allow a vote because that would be "best practices", and would following Robert's Rules. The language that was cobbled together during the June meeting was not good and I thought it deserved more careful consideration so that it could be improved. Several rabble rousers became irate, stating that the full amendment (including the part that was added in the June meeting) had to be voted on at the next meeting, without any involvement by the Bylaws Committee because of our bylaws regarding amendments. I say that this is a different situation because the proposed amendment was significantly amended. Who is correct?
  7. Our bylaws changes have been given notice to our members and we are to vote on them in the upcoming convention. Problem is one of the amendments is to delete a section of the bylaws. If someone doesn't want it deleted just reworded,how would they state the amendment to amend the amendment deleting the section?. Robert's rule is difficult to understand on that subject. It states that notice has to be given immediately- that is impossible because all the membership does not attend the convention and our bylaws state that 30 days notice must be given?? Karen
  8. This is a conjectural question. Motions were forwarded to the Resolutions Committee prior to a convention. The bylaws state the committee must report all resolutions to the delegates for action. The Resolutions Committee has only the power to put resolutions in proper form, eliminate duplication where similar resolutions are offered, and ensure that all resolutions relating to a specific subject will be offered in a logical sequence. When reporting, the Chair of the Resolutions Committee reports the first resolution as an amendment by the Resolutions Committee. The presiding Chair rejects the motion because there was no formal motion by the committee. Is the Chair correct or should the Chair assume that the motion to amend was intended and state the question on the amendment? Dave
  9. I am a member of an organization that meets annualy to handle business and to discuss changes to our governing documents (constitution, by laws, etc). The proposed legislative changes are printed in booklet form and distributed to the members (delegates) prior to the meeting for review and discussion. These proposed amendments are submitted by a specific deadline, reviewed and published ahead of time. This year, there were two different amendments for the exact same article (article: section: paragraph) proposed and published in the booklet. Both proposed amendments were voted on by the membership and both passed the vote of the membership in attendance. The vote on both was by a show of hands and greatly favored the changes. The first amendment made small but substantial changes to the prargraph in question while the second amendment, voted on after the first had been adopted, substantially changed the wording of the original paragraph. Given that both of the proposed amendments were for the exact same piece of legislation, which one takes precendance, the first one adopted or the second?
  10. 3 Forms of Amendment

    I received a question asking for the three forms of an amendment. Are they 1) Add 2) Insert and Strike Out 3) Substitue
  11. redoing an amendment

    If an amendment (by law) is passed by the executive board and then presented to the general meeting and the wording is questioned and it has to be rewritten, is the amendment still accepted? Would you have to rewrite and then present the new writing to the board and then revote?
  12. We have the following in our Bylaws: The process is a member can submit an amendment to the bylaw which is read at the first meeting with no vote taken. It is then posted prior to the meeting. At the second meeting the bylaw is read again. In the specific incident the bylaw when submitted was also signed by two members. After the 2nd reading a member of the Bylaws committee makes a recommendation and then makes a motion. Is the submission and reading of the bylaw amendment considered a motion? Can the Bylaws committee person make their motion? Can the vote on the bylaw amendment be postponed until a later date when the current bylaw states it will be read and voted on at the 2nd reading?
  13. Amendment required?

    City Code requires 3 readings, one at each of 3 consecutive meetings, and also states that latest edition of "Robert's Rules" will be used when item of contention is not specifically addressed in state statutes or City Code, which neither addresses in below case: Scenario: Some believe that anytime AFTER the first reading, but before the third reading, any verbiage within the ordinance or attachments to the ordinance (in this case a budget ordinance, adding and deleting items and changing amounts) can be switched out/changed without a formal amendment. Can you point me to where "Robert's" addresses whether changes (not typos) can be made without an amendment after putting ordinance item before the council body in the form of a first or second reading?
  14. The church I serve is rewriting its constitution. In the new model, it will state that the only member of the church staff who will be on the governing Board of Elders will be the Senior Pastor. However, the church has an Associate Pastor who was hired to also be a member of the board. So, we want him to be an exception for as long as he’s a member of the Church Staff. The question is…how do we handle this? As I see it, there might be a number of options: 1. Insert a sentence into the main part of the constitution that states that the Associate Pastor shall also be a member of the Board of Elders for as long as he is a full time member of the Church Staff. If this option is chosen, I would think this additional sentence would have to be amended/deleted when he leaves the church. 2. Don’t put anything in the constitution. Just ask the church to vote to “grandfather” this staff member in. This vote would be recorded in the official minutes of the church.This obviously would be the easiest, since no future changes need to be made in the constitution. 3. Add a temporary article to the end of the constitution which states that this staff member will be one of the Elders until he is no longer a member of the Church Staff, at which time the article would be deleted from the constitution. This means that there is an article at the end of the constitution which remains, potentially, for years. To me, this seems weird. What are your thoughts/recommendations? Is there a "correct" way to handle this?
  15. Can a person who has lost their right to vote on matters still make a motion. It was brought to my attention that a person making a motion has to vote in the affirmative but if they can't vote would they still be allowed to bring up a motion for consideration?
  16. Null and Void

    Our by-laws state that the proposed amendment must be mailed to all members before the called meeting in which proposed amendment is to be voted upon. The secretary or president did not do this. The printed proposed amendment was given out at the meeting after a member read it out at the meeting. Should this called meeting be declared null and void and all communications afterwards also declared null and void since protocol was not followed?
  17. The Board of Directors for our Hospital District recently unanimously voted to approve a motion that was properly seconded. After an executive session with attorney, the board unanimously voted to "reconsider" the previous action. Next, the board made the same motion it originally approved and this time 3 members abstained from the vote, which once again carried. The minutes of that meeting reflect these actions. The board voted to amend the minutes so only the final vote is recorded. The board member making the motion stated this is appropriate because, in accordance with Roberts Rules, the minutes are not a verbatim accounting of the meeting. Is it appropriate for them to not record the initial vote and the reconsideration of that vote in the minutes?
  18. We have a member who insists all amendments don't go into effect until our next calendar year per Robert's Rules. I cannot find where it specifically states that they go into effect immediately in the 11th edition but I found a link online from the 4th edition that says this. does anyone know where in the 11th edition I can reference the information?
  19. Our City Council passed a Resolution to put a renewal levy on the ballot. The form used was provided to the City by the County many, many years ago, which we have used successfully many times (levy has been in place since 1959). The Secretary of State has decided that he doesn't like the title of the Resolution and wants it to say "Resolution Determining to Proceed ... " instead of "Resolution Declaring It Necessary to Levy a Tax in excess of the ten mill limitation". He also wants the actual ballot language included in the Resolution. Here's my problem and question: Legislation for ballot issues is due Wednesday, 08/07/13, to the Board of Elections, and our Council does not meet again before that date. Resolutions for tax levies cannot be passed as emergencies per our City Charter. Since the original purpose/intent of the Resolution was to put the renewal levy on the ballot, can I amend the Resolution to add the ballot language and change the title to include the words "determining to proceed" to satisfy the Board of Elections/Secretary of State OR does Council need to convene a meeting and pass a motion to "amend something previously adopted" to authorize me to make the changes? Your immediate response(s) would be greatly appreciated! Thank you in advance!
  20. Good morning; the homeowner's association I preside over is in the process of making substantial amendments to its bylaws, I have three questions related to the process. For reference, our bylaws state the following in regards to amending the bylaws: VOTE: All By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be made, by a two-thirds vote of those members in good standing present at a general meeting or a special meeting of the members, called for such purposes. PROCEDURE: Upon approval of the Board of Directors, the President shall present to the general membership, the changes in the By-Laws so made, amended, or repealed, together with a concise statement of the changes, at a meeting of the members called for such purpose. These changes shall be mailed to each regular member at least twenty-five (25) days prior to the meeting. 1) at our most recent board meeting, the board approved the amended bylaws and set a date for the special meeting. Several board members not in attendance that day have raised a great hue and cry regarding some language added to the bylaws regarding membership, which may in fact have a significant negative impact on our association. I'll save you the backstory, suffice to say that I have not yet instructed the corresponding secretary to mail the bylaws until I have heard back from our attorney. I fear that I am violating something; it's not really my call to send/not send the document, now that the board has voted, correct? However, three members have agreed that a special meeting is called for, which meets our requirements for calling a special meeting; can I then suspend the action of the board to accommodate a special meeting? 2) I have interpreted Chapter XVIII (Bylaws), Sec. 57 of RONR to mean that, during our deliberation of the amendments to the bylaws, we can go through the document section by section and (slightly) amend the language by motions subject to a majority vote. Once we have reached the end, the document (as amended during the proceeding) would be subject to a 2/3 vote of those present. However, several members of our community (including one fairly well versed in the workings of deliberative bodies) insist that any change to the document must be mailed 25 days in advance; that the amended bylaws as approved by the board and mailed 25 days in advance cannot be altered in any way--doing so requires the process to repeat. Which is correct? 3) Our bylaws allow for the use of proxy votes. Some have interpreted "2/3 of those members present" to mean that proxies cannot be counted, because that member is not present. Is that correct? I suspect not, which leads me to wonder, are the proxies counted as a member "present" and thus part of the total number we figure the 2/3 from? Thank you for your time Adam
  21. Hello all, I am the President of a national association of outdoors clubs. Our members are affiliated local clubs. Our organizational structure consists of a Council of Delegates and a Board of Directors. The Council of Delegates consists of one delegate from each affiliated local club. Every club may appoint a delegate, but the club must meet certain requirements for its delegate to be able to vote. The Council meets annually, but the President or Board of Directors may call a special meeting on 30 days notice. Our Bylaws prescribe that the Council of Delegates meeting uses Robert's Rules of Order. The Board of Directors is elected by the Council of Delegates and meets monthly and consists of 8 people. Our bylaws do not prescribe a set of rules for the Board, but by custom we follow the small body version of Robert's Rules. Amendments to our bylaws require a 2/3 vote at a duly called meeting of the Board of Directors, however any amendment relating to the affiliated clubs or the Council of Delegates must be ratified by a majority vote of the Council of Delegates before they become effective. We have a series of 5 amendments adopted by the board, to be presented to the Council of Delegates for ratification. I will be calling a special meeting to do this as we want the changes in place before our annual general meeting. My question (finally!) is this: How exactly does ratification work? Are amendments to the proposal in order, or is it limited to an up-or-down vote on the amendment adopted by the board? Are there any other "gotchas" I need to watch out for? Please accept my apologies for the long post, but I figured the background would be relevant to the question. Thank for your time and your help. ~Terry
  22. The Dec. minutes for our non-profit group were approved at the beginning of the January meeting. There was election and change of several board members from December to January. A former board member (from December) submitted an amendment to the previously approved minutes. Who should be voting on this amendment- the December sitting board members or the new sitting board members? Does it matter if the members were present at the meeting or not? Just FYI- since our minutes are published, they include what was "done and said". The discrepancy is about what was "said" (though it is my feeling that the amendment includes some opinion as well). How does one prevent opinion from entering the minutes?
  23. I appreciate that RONR contends such an amendment to be in order because it meets criteria of germaneness (p. 137 ll 20-29), however, if a motion to censure is intended to be raised not for violations of decorum, but as a main motion for actions of the individual, wouldn't there be a requirement for prior notice, in order that the member can know to be present to defend their actions, and so that any who have an interest in the consideration of the censure can choose whether or not to attend and where prior notice is a requirement for a motion to be able to be passed, would it not exceed the scope of notice for the assembly to move amendment to 'commend' in place of to 'censure' ??
  24. Our organization is in the process of amending a number of items in the our existing Bylaws. The suggested amendments have been sent to our membership for review and voting. Two specific amendments are confusing by their wording. Is it possible to clarify the wording after the amendments and the ballots have been mailed? The improved wording will not change the meaning or intent of the proposed changes.
  25. Can a motion be amended before it has received a second?