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  1. I’m the chair of the board of directors of a nonprofit organization. In our bylaws for the board, it states that a director can serve two consecutive three year terms and then they must “sit out” a year before being eligible to return to the board. We have a former director that has only been off the board for 6 months but we’re in almost desperate need of another director. Is there a way to move to temporary suspend the requirements of this bylaw without opening up a proverbial can of worms? We don’t want to amend the bylaws to permanently change the requirement. We just want to investigate the possibility of just lifting the restriction for this once instance. Can we do this without creating unintended consequences or should we just wait until August for this person’s eligibility to return?
  2. Let's say there is a Federation with governing bylaws, which has individual Associations who also have bylaws. When it comes to election/voting, if proxy voting nor absentee ballots are NOT mentioned at all in neither Federation bylaws nor Association bylaws, can a member vote proxy/absentee ballot if they're unable to attend the annual meeting when elections happen? And proxy voting and absentee ballots are not the same, correct? Meaning, if a bylaw did say proxy voting isn't allowed, that does not automatically also mean absentee ballots are not allowed?
  3. In the event the membership of an organization wishes to discipline a member for offences which happened outside of a meeting or were not attended to in a timely manner at a previous meeting, then the rules outlined in Section 63 are followed unless a bylaw supersedes them. If the bylaws of an organization define the process for removal of a member, but do not define other forms of discipline such as suspension of voting rights or election to positions of trust, would the rules defined in the bylaws for removal apply to lesser disciplines or would the bylaws only apply to the process of removal and require a trial for all other forms of discipline, excluding censure? I find it difficult to imagine that a lesser process can be used for removal, but a full trial would be needed to suspend voting rights. Your guidance is appreciated.
  4. We are working on amending our bylaws to change the board structure but may not have the work done before the AGM. Can we elect new board members contingent on them accepting new roles once the amendments have been approved?
  5. I have been tasked with doing a complete overhaul of my organization's bylaws, and have the text entirely written already. As a part of my new role, I am also trying to move towards proper parliamentary procedure in meetings and more strict adherence to Robert's Rules. I am a bit confused when it comes to how the motion for a bylaw rewrite is supposed to be presented, and would love any and all information one can provide. Specifically, does a rewrite proposal operate the same way as defined in the "Second Operational Meeting" section of RONR (i.e. do you propose a rewrite the same way the original version was proposed)? I believe I read this, but I cannot find the item that states it anymore. If this is the case, what determines a waiving of the first reading? Is it brought to a vote, or can it be waived by claiming enough notice was provided (all members will have had access to the text for 1+ month)? It is quite a lengthy document and I am afraid the longer the meeting goes on the more frustrated members will be if every article has to be read out that they have already read. Any other information you think may be helpful would also be greatly appreciated! I am brand new to parliamentary procedure and am having a fun time learning about everything so far, so I appreciate any new knowledge.
  6. Hello! We're doing an overhaul of our constitution, and I'm wondering what is the best or most common way to connect long names of groups to their respective initialisms. In prose, it's typical for the initialism to be put in parentheses after the first or second time it is mentioned in the text, and that initialism is used for the remainder of the document. For our constitution, we could either 1) write out the whole name and put the group initialism in parenthesis together in the section it's introduced (e.g., "Art. 4 §6 International House of Pancakes (IHOP)") or 2) add a subpoint "terminology" or similar underneath each group's founding section with this information. Other ideas? #2 would be nice because it would allow the Section titles to be more succinct and make the Table of Contents a lot cleaner, but it feels far more formal than we need? I just figured this isn't the first time anyone's thought of this, and I'm curious to hear your approaches!
  7. I was recently voted into the President's role. My question is: A vote to change our bylaws (set new term limits) was cast 3 years ago; before I joined the board. The bylaws were never updated to reflect the change. A board member is now insisting we update the bylaws to reflect said change. Is a vote/decision to update bylaws still valid 3 years later, or is that proposed change subject to a new vote by the current board members? Thank you
  8. I'm the Chair of the Bylaws Committee. The current bylaws were approved in 2022 (I wasn't part of the bylaws committee that proposed the bylaws substitution that ultimately got approved, although I requested to be on that committee) and changed the procedure for amending the bylaws to only two paragraphs, as follows: Amendments a. Proposed amendments shall first be submitted in writing to the Chairperson of the By-Law committee for due diligence and discussion. Upon completion, the chairperson shall propose any changes at the next scheduled meeting, with no less than 10 days’ notice. b. A two-thirds vote of eligible members present at any annual, general membership, or special meeting upon recommendation from the By-Law Committee will constitute adoption of all changes recommended by the By-Law committee. The current bylaws committee (4 current board members plus me, a former board member who was one of the primary writers of the original bylaws) met 12 times over the course of 5 months, and submitted proposed amendments to the Board of Directors in June, as a courtesy and because prior to 2022 the bylaws required proposed amendments to first be reviewed and approved by the board. After submitting the proposed amendments, the President asked that I attend a board meeting to discuss the amendments in July. At the end of that meeting, it was requested that the board convene in August to continue discussing the bylaws before the proposed amendments are considered by the general membership. At the August board meeting, there was no action by the board to specifically authorize or prevent the proposed amendments from being distributed to membership, but the discussion indicated they would be shared. On multiple occasions I asked, in writing, that the proposed amendments be distributed to the membership in advance of the 9/20 general membership meeting. The President called me on the phone to say the amendments weren't ready and the board needed more time. Given the notification requirement in the bylaws, and my inability to access general membership via email distribution, what are my best options - give me the pros and play devil's advocate. Should I motion to amend the agenda to discuss the proposed amendments to the bylaws? Should I distribute hard copies of the proposed amendments? If the President reports on the Bylaws Committee on my behalf, to I rise as a point of order if I'm in disagreement with his perspective? If the President doesn't report on the Bylaws Committee, do I bring this up under New Business? What other ideas or suggestions do you have? Thanks for sharing your thoughts!
  9. 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)?
  10. We have a gentleman who intends to run for office who is breaking several of our Bylaws. He is being a nuisance to other owners by cold calling to either promote himself or plant seeds of doubt in people's minds about our STVR Manager. He is breaking our STVR Bylaws, and by breaking the STVR Bylaw, he is inadvertently breaking the Bylaw that prohibit running a business out of your unit. Can someone who is breaking so many Bylaws run for office? We haven't notified him that we are aware of how many Bylaws he is breaking - yet. We have created a new fine structure for this particular Rule Violation and it is still at the attorney's office being reviewed for legality.
  11. I am wondering if anyone can help me understand the meaning of "elected at large." Here is an example from a set of bylaws: "5.2.2. The President-Elect shall be elected at large, shall serve in that office for one (1) year, and shall automatically assume the office of President in the subsequent year. At the end of their term as President, the individual shall automatically remain on the Board of Directors for a one-year term as Immediate Past President." I understand the meaning of "at-large" when it is associated with a specific member of the board (such as "director at-large), but in the context above, I'm not quite certain. Does it imply that all members vote?
  12. Looking to correct some issues with implementation of a new electronic voting system. How broad can the notice be written to allow for possible changes to the bylaws? "Issues related to electronic voting and possible bylaws amendment to address them" Is that too broad to satisfy our notice requirement? Bylaws - "Bylaws may be amended on motion at any duly called and held meeting by a majority of the members present, provided that notice of the proposed amendment shall have been included in the Call of the meeting." Is notice of amendment, generally, acceptable, as opposed to a specific change? Is there something in between (not just generally changing bylaws, but changing bylaws related to a subject or section)?
  13. Greetings - hoping someone can clarify something for me. I used to serve on a small board of directors for a non-profit based in Virginia. I resigned my post almost 3 years ago. Many of the officers that were on the board at the time have also either resigned or let their terms go, so it is essentially a new board in place. The bylaws that had been in place at that time were dated 2015. A little over a year ago, the current board put a number of updates and amendments to their bylaws out for membership ratification. It was an all-or-nothing vote, and everything passed. The updated bylaws are as of 2021. One of the bylaws that was added states that any officer that has resigned would not be eligible to run for reelection for 6 years. There is no mention of retroactive applicability in the bylaws, nor was there any mention of retroactive applicability in any of the communications or on the ballot when the membership voting took place. My understanding is that when bylaws have a ratification date, they are applicable from that date moving forward, not automatically retroactive. I reached out to the board president earlier this year to ask about my eligibility to run again in the future (specifically because of this bylaw) and she told me that I was not eligible to run. I pointed out that the current bylaws were not in effect at the time that I resigned, nor was there any mention of retroactive applicability in the current bylaws or any of the communications that went out surrounding them. She responded and said that it was "generally known" that this bylaw was retroactive. The bylaws state that Robert's Rules of Order shall be the governing authority in a situation of dissention. Curious what others' thoughts are on this matter. Thanks.
  14. I have a committee that has done a significant amount of work on updating our constitution and bylaws (basically a rewrite from the ground up). We are trying to bring them forward to be adopted by the organization. Is it appropriate for the committee members/chair to motion to accept their own report on the update and/or motion to adopt the constitution and bylaws. My gut says no. The norm, as I've seen it else where, is a committee report is presented / amended and then some members not on the committee motions/seconds to accept their report (as amended if need be); and likewise for the adoption of it. Outside of any rules in our existing constitution/bylaws - is this just gentlemanly way of handling these things, or is there a hard and fast rule I'm not seeing.
  15. Our CA based non-profit is trying to pass a new set of by-laws. We thought it would require 2/3rd vote of current BOD to advance it for to the membership to approve but we have 2 directors not voting, one No, 3 yes & one pending a vote. Current by-laws state that “All Directors must agree to changes in the by-laws.” This sentence is immediately followed by, “If 2/3rd of the members disagree then no changes can be made.” The statements seem contradictory, cancelling each other out and I wonder if the first one is even constitutional (100% consensus). What’s an effective way to by-pass this deadlock and get the approval process in the hands of the membership at large if any?
  16. Anyone have experience with Honest Ballot? What role to they play in elections - Secretary for that meeting? Election inspector? They are offering an "online voting" option for my HOA election. Bylaws only allow "written ballot". NYS law also does not appear to allow this for an in-person meeting. They make no mention of this online voting being a type of proxy. Any thoughts on this or other way this would be authorized?
  17. The bylaws state that at the initial meeting one board member will be elected for a term of one year, one for two years, and one for three years; (thus setting up a staggered election cycle so not all positions come up for re-election in the same year). The bylaws state further that “and at each annual meeting thereafter, the members shall elect directors to each vacancy for a term of three (3) years.” The number of directors was increased to 5, with a cycle of 2/2/1 (two coming up for re-election in year one, two the next and one the third year. Members have voted to again increase the number of directors to 7 and the board wants to set the terms for 2 years to maintain the staggered cycle because if they use the 3 year term as stated in the bylaws it would result in an election cycle of 1/2/4. Can they fix the term to something other than 3 years? Bylaws are otherwise silent on position terms.
  18. Our Constitution and Bylaws Committee has extensively revised our constitution and bylaws. It was passed by the governing council, as required, and now it must be approved by the membership. We will use an electronic vote (already provided for in the current bylaws). When our council discussed it, we went through it article by article and approved each one, then took a final vote to accept this document in place of our current one. When the membership votes, should we offer a chance to vote No on each article, or ask for one vote on the final document?
  19. Our board recently adopted an anti-harassment policy that lists revocation of membership as a possible consequence of violating this policy. Our bylaws, which are currently being revised, do not mention discipline at all. Our membership only meets once a year, and we'd like to have disciplinary matters handled by a discipline committee (which does not yet exist), rather than a trial by the whole membership. My question is how much of this needs to be in the bylaws? After reading RONR's lengthy section on discipline, and searching this forum, I think we need to have a standing discipline committee and a provision that assigns the handling of these questions to the committee. Is this the best approach, and is there anything else we should add? Thanks for any advice.
  20. 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!
  21. We are an incorporated society and we're revising our bylaws. Our mission and goals, as stated in our charter, are outdated. RONR 56:18 says that a preamble can be added to the bylaws to state a more updated set of goals. Does anyone know of a sample we could look at? My online searches have turned up none that seem helpful. Thank you.
  22. I need the page numbers that describe when there is an actual amendment of a bylaw even though the standard approach not used. A possible scenario would be a motion describing a change, or a motion creating an action without realizing that there is a bylaw in place. And the society going ahead with the motion and passing it and taking the action described. Then it is discovered there is a bylaw. What is the effect on the existing bylaw? Has it in fact changed? If the motion initiating the change or action was handled as a previous notice and passed with 2/3 or more, has it changed the existing bylaw? paul
  23. Guest

    Overriding Bylaws

    Our bylaws state a process for assigning the roll of the president. It does not state what to do if the president cannot fulfill there role. Can we override the bylaws by a vote of the board?
  24. Our group is having a difference of opinion about our bylaws language. Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws. "Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meeting. The meeting notice must include the time, place, and agenda of the meeting. No business other than the stated agenda of the official meeting notice may be acted upon at a special meeting. A majority of the Board of Directors must be present electronically or physically to conduct business at such special meetings." The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place. The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later. 1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda? The agenda items sent by the board members are items required in the bylaws that are not being carried out by the leadership. 2) Can the Chair prevent the group from meeting on the date set by the group? 3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable? Thanks for your help.
  25. We have a nominating committee of two board members who are term limited and are supposed to leave the board. We are supposed to hold board elections in June but they did not find anyone to serve on the board (they did not reach out to the one person who was nominated). Once we hold board elections, the new board votes for the officers. However, because there was no general board election, the term-limited board members want to stay on and vote for the officers. There are nine people on the board at this point and by them staying on, their slate wins. We had a board meeting with six out of the nine board members and voted to continue with seven board members - 6 votes yes, 1 abstained. Would this necessarily mean that the two term-limited members would roll off and the remaining seven would vote for the officers? This would be a 4-3 split in this case which is why the board of nine did not want this. Instead, the two term-limited board members stayed on and voted off the first general board member for conflict of interest which did not allow that member to vote so they were voted off by 5-3. Next, the board voted off two more members for cause. The by-laws state that "Directors shall serve xxx, and until a successor is duly elected..." Do the two members whose terms are supposed to end, stay on because there was no election and so no one was "duly elected?" Or did they necessarily roll off of the board because the board voted to move forward with seven members before the vote that removed three of the members? Also, this group has lost their non-profit status so can the board even make these decisions if they are not functioning as a non-profit?
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