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  1. 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!
  2. 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?
  3. 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?
  4. 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?
  5. 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.
  6. 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
  7. Our car club was incorporated in California in1963. The governing document is entitled "Constitutional By-Laws". At the end of the current "Constitutional By-Laws" are two pages entitled "Policies, Procedures. and Rules". These pages were not part of the original 1963 document. My question is: Are the "Policies, Procedures, and Rules" governed by our "Constitutional By-Laws"? Are they amended via the procedure stated in the "Constitutional By-Laws"? I was always told by the members, who joined the club in the 1960s, that the "Policies, Procedures, and Rules" were amended by the club's Board of Officers and not by the general membership. There is no written documentation of this statement. Any guidance would be appreciated. If the "Policies, Procedures, and Rules" are not part of the "Constitutional By-Laws" and are indeed amended by the club's Board of Officers, I would like to put a footnote of this fact into our "Policies, Procedures, and Rules" document. My position in the club is Secretary and we are in the process of doing "Constitutional By-Laws" amendments and making a change to one of the "Policies, Procedures, and Rules". Thank you, Marci
  8. Greetings, I belong to an organisation which has a fairly simple set of Bylaws, which include the statement : <Start> RULES OF ORDER Robert’s Manual or Cushing’s Manual shall govern all other rules pertaining to the transaction of the business of the <organization>. <End> However, following the actual Bylaws, is an insert (in the same booklet) Entitled "House Rules". The "House Rules" includes the following entry: <Start> Any member or Officer of the <organisation>. may be fined, removed, suspended, or expelled from his office or the <organization>, or from both, for any of the following causes: 1. Dishonesty, immoral conduct, intoxication, quarreling, or tending to reflect discredit upon the <organization>. 2. Violation of all or any part of the membership obligation. The Governing Board has full authority and is required to strictly enforce the foregoing rules. <End> While the reference to " Robert’s Manual or Cushing’s Manual" is a bit dated, the membership accepts that the current RONR is the authority intended. With that said, I have the following question: 1) Do the "House Rules" override RONR? The question arises due to a decision of the Governing board to remove a member from the <organization> without a vote from the membership. . It is their opinion that the "House Rules" apply, and not RONR...And as such, four (4) people (based on our Governing Board quorum) have the ability to deprive a member of their membership without consulting the general membership at all. At least, this is the Governing Board's interpretation of the situation. Thank you in advance for your assistance with this question!
  9. Our bylaws read: "Any Member seeking a constitutional office must be a Member of the Association for 1 year and must notify the Election Officer in writing (via Letter of Intent) no less than sixty days before the election , stating the position he/she intends to seek and the Election Offiers must certify, through the records of the Financial Officers, that said member has been "financial" at least ninety days prior to filing to run for said office. During our last election there was one "open" position was available and a Members name was written in by two voting members. Some on the Board and Executive Committee, and one our attorneys argued that the "write-in" was not valied because of the language above. I reminded them that in our bylaws it clearly states that we are also"governed by Robert's Rules of Order and I stated to them that "A write-in candidate is one in an election whose name does not appear on the ballot, but for whom voters may vote nonetheless by writing in the persons name. There is nothing in our bylaws that either permit nor prohibit write-ins. Am I missing something? Am I correct in my interpretation that the write-in is valid?
  10. Our faculty charter & bylaws allow the Faculty Advisory Committee (FAC) to recommend charter/bylaw amendments to be ratified (or not) by the faculty as a whole. The charter and bylaws do not specify whether or not proposed amendments must be submitted for ratification individually, or if proposed amendments could be submitted for ratification as a "slate" to be voted up or down in its entirety. I'm new in the Parliamentarian position, and I need help... I am given to understand that the FAC would prefer to recommend a slate of amendments rather than individual amendments. It seems to me that if that's what they wish to do, then they could. Our charter states only that " Any proposed amendment(s) to the charter must be presented in writing to the faculty of the College of Music at least fourteen (14) class days before faculty discussion and subsequent balloting at a special meeting of the faculty." There is just no mention of slate vs. individual. Am I off-base, here? Can the FAC recommend a slate of amendments, or must they recommend individual amendments? Thanks in advance!!!
  11. Assume: Bylaws require only previous notice of amendment, without limitation of the period within which it must be acted upon (i.e., ordinary Robertian notice; no readings; no delays). Assume: In January, the general membership creates a Bylaw Committee. The charge of the Bylaws Committee is to create a full revision of the bylaws. The general membership fixes a "rush" deadline for the final report of the Bylaws Committee -- namely, the next regular meeting (February). Question: May the general membership act upon (adopt!) the revision in the February meeting (i.e., the same meeting as the final report of the Bylaws Committee)?
  12. The process for amending the bylaws in the organization state that, unless otherwise specified, the amendment becomes effective upon publishing of the amended bylaws. Past precedent has had bylaws that have had certain effective dates (the bylaw states that it becomes effective on January 1, 2012), but I have not seen any bylaws listed with an event triggering the amendment. I'm still working on the dissolution of the church...they have retained a lawyer who has said the process starts with the resolution to dissolve in their elder board. Further discussions with the lawyer have given the implication that the board will still need to be active and empowered until the dissolution is complete. How does one write the amendment so the board has accepted the amendment and still has authority until the dissolution is complete?
  13. Article VI of the By Laws for my incorporated Homeowners Association, "Parliamentary Authority," is missing the "not" found in the RONR model - "The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Association in all cases in which they are inconsistent with these Bylaws or those of the Articles of Incorporation." (emphasis added) ... i.e., versus the more logical model, "in which they are not inconsistent" (emphasis again added) At the very least, this seems to set up an endless loop with respect to parliamentary authority itself: our bylaws defer to RONR, which defers to our bylaws, which defer to RONR, et cetera. As crucial if not more so, since our bylaws are near-silent on removal of a Board director, this parliamentary authority construction of ours seems to point us very heavily to Chapter XX of RONR (11th ed.) . . . which was completely ignored by the Board in an effort this past month to remove one of our directors from the Board. Back to our bylaw on Parliamentary Authority, I have two questions -- (1) As it stands, does our bylaw on Parliamentary Authority even have any force whatsoever, since it seems openly inconsistent with RONR, but then by its own terms would itself be stating that RONR is thereby applicable . . . ? (2) If we were to decide to "correct" this particular bylaw to include the missing "not," would we need to go through the full process usually required for amendment of a bylaw? or can a case be made that ours is an error as obvious as a misspelled word or a missing comma (although even those errors are not necessarily incidental)?
  14. I am a 'member' of a fraternal 501c3, formed in 1960, there are no signed, dated, sealed bylaws in existence. The document they use is undated, unsigned, multi font, with no page numbers. The process for amendments in that document is: "ARTICLE X - AMENDMENTS TO BYLAWS; SECTION 1. Amendment Process. Alterations or amendments to, or the repeal of the existing By-Laws or the adoption of new By-Laws may be considered at any Annual or Special Meeting of the Members of the Foundation and become effective if two-thirds (2/3) of the Members at such meeting, either present in person or represented by proxy, vote in favor of such changes in the By-Laws. Such changes may be made at any Annual or Special Meeting of the Members provided that notice of the proposed alteration, amendment, repeal of an existing By-Law, or adoption of a new By-Law has been given to the Members of the Foundation at least sixty (60) days before such meeting of the Members of the foundation called for such purpose. All such notices contemplated shall be considered given if sent by regular mail of the United States Post Office or duly published in..." (the parent organizations official publication). The parent organization members (who are members of the foundation) at a semi-annual meeting of the parent governing board passed: 1) a total rewrite of the bylaws; 2) a motion to print in official publication 3) a motion to repeal the existing bylaws; 4) a motion to notify the foundation trustees by US Mail, return receipt the proposed bylaws, list of motions and publication timeline deadline. The foundation is declaring their one change is the ONLY one that will be voted upon. The parent organization was formed in 1923. To be member or officer of the foundation formed in 1960 one has to be member of a club in good standing of the parent organization. Both are separate non-profit corporations founded in MO. Both are totally separate except for the membership requirement. QUESTIONS: There is nothing in the current "bylaws" requiring trustee approval etc. so can they just ignore what appears to be 'properly' presented full revision? FYI - there was a trustee present at the parent meeting representing the foundation chairman but "everything was above his pay grade." Assume their one amendment is voted down. The total revision version would be voted on next. If adopted, then vote on repeal of the undated/unsigned version? OR Their version voted down. Vote on the repeal of the unsigned/undated version. Then vote on total rewrite of bylaws? Or something else? i could not find anything in the Robert's Rules of Order dealing with any of this. Lastly, does the rewrite version have to have changes highlighted/different color of font etc.?
  15. Can an organization's executive board vote in 2 co-chairmen of a standing committee? The bylaws say there will be "a chairman" of each standing committee. ----Note: I don't see how 2 people could preside, but that's not the initial question.
  16. What is the difference between bylaws and ground rules? Are they simailar terms? Are they interchangeable?
  17. My church has the following articles in our bylaws about amending them. We have a differing of opinion about their interpretation. Can someone please help? A7.01. Bylaws may be adopted or amended at any legally called meeting of this congregation with a quorum present by a majority vote of those voting members present and voting. A7.02. Changes to the bylaws may be proposed by any voting member provided, however, that such additions or amendments be submitted in writing to the Congregation Council at least sixty (60) days before a regular or special Congregation Meeting called for that purpose and that the Congregation Council notify the members of the proposal with its recommendations at least thirty (30) days in advance of the Congregation Meeting. Assuming the meeting meets the requirements in A7.01, can changes be proposed verbally at that meeting and voted on at that same meeting? Or, as stated in A7.02, can changes only be made in writing 60 days in advance of the meeting and the council has to publish the changes 30 days before the meeting. So the proposed changes have to "sit" for 30 days without any changes.
  18. I am the president of a non-profit group that will be holding an election of officers at the next meeting. Several members of the group are wanting to amend the bylaws to make certain individuals eligible to hold office that currently are not eligible. They would also like to change the voting process to secret ballot rather than verbal. They want to do all this before the election is conducted. The election would be considered old business and the changing of the bylaws would be new business. Is there a ruling that allows us to change the order of business and how would I proceed?
  19. Can the board of directors create rules for themselves? Example, make a rule that not one person cannot write checks for themselves. At least until the board approvals to add to the bylaws. Or does everything need to be approved, bylaws has nothing that says be we can or can't.
  20. My organization typically presents bylaws changes to the membership by showing the section to be changed with the revision indicated by crossed out and inserted text. We would like to change a term in our bylaws that is used many times throughout the document. Must we present each section to be changed or may we make a general motion to change A to B throughout the bylaws? Thanks in advance for your advise.
  21. 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.) Thanks for reading.
  22. Does a non-profit have to have bylaws before a vote can be taken to start it? The Activities Board has been in place for years at this apartment complex. Women's club wants to combine with the Activities Board to become the "Heritage Social Club". This proposal has been posted in the complex for about 2 weeks. There is a meeting on 11-3 to vote on the proposal and the candidates. There are not any bylaws yet. According to the current bylaws both amendment and candidates are to be presented one month and voted on the next month.
  23. Our organization has bylaws and standing rules. There are some standing rules that should be moved to bylaws. All standing rules have been previously approved by majority vote of the votging members present at the meeting. Must they each be presented to the membership for approval to become a bylaw? or can they simply be "moved" into the bylaws?.
  24. Is there a certain order that amendments to bylaws must be presented----example hby numerical order of the Article that the amendment refers? Or can they be randomly presented? We have several bylaws that are incorrect - due dates wrong, etc.--that must be corrected. Problem is we always run out of time before we get to these bylaws. We normally present Article I, Article II and so forth. Can we move the order of presenting the bylaw amendments? Hop4 I made this message clear. Thanks
  25. The organization that I'm a part of has a Chairman of the Board who doesn't like to follow our Constitution, Bylaws, Rules and Regs, OR Robert's Rules. On multiple occasions this person has been told that they are indeed in the wrong and have not been following proper procedure and they have completely ignored me, made rude comments. Let's say he's just fallen short of having me removed as a member because I won't let the matter go. His actions of ignoring proper procedure have resulted in 2 members being voted out of their positions incorrectly. One being the former Chairman of the Board who was not present at the general membership meeting to defend himself or his actions that were called into question. The second being the former Chief, who at the same meeting had a vote of no confidence against him, which fell short of majority and 2/3. The next night at the Board of Directors meeting, he was voted out of his position (we require the full 9 BOD members there to vote a Chief in, but it says nothing about removing a Chief). The Chairman also has used his position to vote in a program that had to be suspended only after a month due to improper insurance coverage. Our organization requires that if an elected member (both who were voted out were voted into their position for 3 yr and 2 yr terms) is being voted out of their respective office, you MUST bring that person up on formal charges, have an investigating committee, and trial. These NEVER took place. Motions were made, seconded, and the matters voted on. The current Chairman of the Board had a very specific agenda that night and unfortunately, I seem to be one of the only people to ever really read into any of our governing rules and knew that they were in the wrong. Now we are dealing with this Chairman having voted in a program with the former President (who up and quit when he didn't like that people were still questioning his program) without proper coverage, putting our members and our organization at risk. What steps do we need to take to have this person removed from their position? Given that he is an elected board member, must we follow the rules or can we make a suggestion that he resign from his position to save him and us the embarrassment of a trial. Thanks you in advance for any answers and suggestions!