star1441

Hello- Your agreement is about adding a proviso? That sounds workable and reasonable :" Starting with the 2022 Board election"? But isn't there a general sentiment in the law to avoid ex post facto coverage? Were Joe to know that in the future there'll be a three term limit, retroactive, he may have sat the 2018 elections out? He did not, and now he is hit? Thanks yoram

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

Hello- The lawyers (ha..) who are advising our organization confirmed to me now that there is no legal basis for what they urged us to do. The parliamentarian fell for it. The board fell for it. The general membership meeting fell for it. If you do not do it ( cancel the ongoing, by the bylaw schedule election), and re-set to September, the sky will fall. Not unlike discovering that the security patrol you hired burglarized your home. Efficient but disheartening. Thanks, Yoram

We are a 501-c-6, non for profit business organization. Our annual elections of officers and board are covered in the bylaws in great detail: Qualifications of candidates in May, elections voting etc. in an election general meeting in June, term starts July 1. The association is in turmoil, and consultants advised to scrap the annual election now in progress ,extend the term of the current administration to September, and hold the annual elections then. Proposed and seconded to 'suspend the rules', to scrap the current election process, extend the current board's term, and to start again in September. Approved unanimously. Is that valid? Thanks Yoram

It is not "for the bank". When you deposit the bank can lend. This particular bank lends to communities that need loans, badly, private and small business. Everyone wins. That is why I bypassed the organization's "leadership", went directly to the membership, and they understood and supported, decisively. Rabbi Hillel would've approved. Yoram

Hello- We plan to amend a bylaw but want to restore it after one year, automatically, so we will not need to go again through an amendment process. What is the correct language to use? As an example, the by law now says "a maximum of five members". We want to change it to ten members, but restore to the original limit of five after one year. Something like: "Admit five new members shall be amended to read admit ten members, and this sentence shall be struck on december 31, 2021" ? Or? Thanks Yoram

UPDATE AND RESOLUTION- After I had enough fighting leadership's [ha] foot dragging, punting and sandbagging, I took the motion to the General Membership meeting. The support was solid- 36 Yays, 8 Noes. A year after first raising the idea, we deposited a million dollars in a CD held at a Black Owned Bank. Yoram

Thank you gentlemen. And Richard- you are too generous. Yes, SHOULD HAVE BEEN PUT TO A VOTE. But it was not. That is why I posted to the Forum. There was no CONSENT. Only punting. Head in the sand. The president told the Ex Sec to put the matter on the Finance Committee's agenda. Not to transfer funds. No funds were transferred. Nothing was done. As Rob Elsman wrote- CHAOS. Background: The Board started discussing how to help Black communities back in JULY. Speeches, proposals ("hire a diversity consultant...") but nothing done. Zero. When this simple proposal comes along- inaction and passing off. Ain't democracy wonneful? Y

A motion was on the Board's agenda. It asked the Board to act on a policy matter. After a discussion, the president ordered the motion sent to the Finance Committee. It had to do with a financial matter (depositing some money in a Black owned bank to show our organization's support, but there was no expense. Just moving funds from our bank, no cost, and no risk---the amount was kept under the FDIC insurance limit). There was no motion to punt instead of deciding, and of course no vote. Not on the motion itself, and not on sending it to a committee. Just an instruction from the president to the executive secretary. Is this a proper procedure, a correct action? Thanks Yoram

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

Hello Gary- Thanks for the early reply. "Sloppy" yes, because of the CORVID-19 Zoom format of the meeting. The President ordered a combined vote: Yes if you agree to the Grant Officer's $50,000 proposal. When that failed, with 5 yes and 6 no, the other, Trustee motion was declared the winner. The issue is that the Executive Secretary did not record it as "Thus, The Trustee's motion to grant $93,500 carries". He recorded it as "Thus, (the XXX ,Grantee- applicant) will receive the full grant amount requested." But of course the "full grant amount requested" ($ 85,000) was not on the table as a motion. It was the original request that XXX,the Grantee has made, and it only came up in the discussion before the vote. And, again, you comment: "...but I think you're actually talking about a 5-6 vote. Five Yes, six No". Precisely. This was the President's inelegant and convoluted way of handling the two competing motions in one vote, (trying to bolster the $50,000 motion which he supported.) Indeed, it created some confusion. The president explained that a Yes vote was for the $50,000 motion, and if that fails, then the other passes. Once the voters understood that a No for one is a Yes for the other, the vote was taken again, as recorded. As I've asked: "In other words: Did the 6-5 vote authorize the $93,500 that was specified in the Trustee's motion, or just the Grantee's request for $85,000 grant, (a sum that was brought up during the discussion, but never properly incorporated into or used to amend the $93,500 motion?)". Thanks Yoram

Our organization gives grants. A foundation that was granted $85,000 in 2019, asked for another $85,000 grant for 2020. A Trustee filed a motion with the executive secretary, ahead of the Trustees meeting , writing: "I move to again fund the grant request, as presented, $ 85,000, and also the customary 10% contingency of $ 8,500. .. A $93,500 grant for 2020." The grants officer proposed to give only a $50,000 grant. The Trustees thus had two motions on the table: The Grants officer: $50,000 A Trustee: $ 93,500 At the meeting, the two motions were presented. As the Executive Secretary reported later in the minutes: "...This was followed by a discussion among the Trustees. A vote, either yes or no, was held on the motion to approve a $50K grant, instead of the full amount, There were 6 No votes and 5 Yes Votes. Thus, (the Grantee- applicant) will receive the full grant amount requested." The Treasurer interpreted this as an approval of the Grantee's request, $85,000. But the Trustee's motion was different, to give a $93,500 grant. While there was " a discussion among the trustees" as the Ex Sec reported, there was no motion to amend the Trustee's proposal of giving a $93,500 grant (the Grantee's $85,000 request and an added 10% contingency). The question: Do opinions expressed during a discussion affect or amend the motion on the table? Or can the motion be changed only by a proper procedure to amend it? In other words: Did the 6-5 vote authorize the $93,500 that was specified in the Trustee's motion, or just the Grantee's request for $85,000 grant, (a sum that was brought up during the discussion, but never properly incorporated into or used to amend the $93,500 motion?) Thank you, Yoram

Hello- I gave the information you provided to our Parliamentrian, and he ruled accordingly at the GMM .Our VP will now be the Presient for the balance of the term Peace in he valley. Thanks Yoram

Thank you gentlemen. Appreciated Yoram

We are a small tradeorganization, with bylaws under Roberts Rules. Our President died in office. The bylaws deal with this situation in two places. 6.2D says that in this case, the Vice President shall "“Assume and discharge the duties, obligations and responsibilities of the office of the President if it becomes vacant, " One faction interprets this to mean that the V.P. will become the President for the remainder of the term, because the bylaw does not say that it is interim, or acting, but rather that the VP assumes the office of President if it becomes vacant. The other faction points to another bylaw, that says: 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting." The second faction claims that the two bylaws are complementary, and the second takes over where the first leaves off. If indeed 6.2D, " does not indicate that it is interim or acting but rather that the VP assumes the office of President if it becomes vacant." Then by the same token, it does not indicate that the V.P. will then fill the rest of the president's term. And it does not say such a thing, because the other bylaw,5.2 H, takes up the narrative. So, after the VP assumes the office, per 6. 2D, in orderthey say, to avoid a state of vacancy, the other bylaw (5.2H) takes over and details how to elect a new president. The two bylaws are not mutually exclusive, 'either/or', but rather complementary. Yes, they say, when a president is out, the VP 'assumes office', but only as a temporary stand-in until the second bylaw takes over. 6.2D does not say 'assumes office for the remainder of the term'. It could have said so,but did not. Rather, the VP assumes office only for the bridge period, between death (in this case) and special election, a month or so later. Here is the bylaw (emphases added): 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting. The second faction maintains: When the Prez is out, VP 'assumes office' and holds it for the transition period, until the new Prez is ("shall") elected in a special election. Sssshall, not may. In addition, the first faction also claims that there is a separate rule for the President, different from the other offices. The second faction holds that 5.2H does not make such a distinction. It puts all four offices on an equal basis, twice: First, when it says "shall declare an office", (no exemption for the President's office), and then: "A vacancy in any of the elected offices shall be filled". Twice ANY, no exemption, and twice SHALL. What do you say? Looking at the two bylaws, should the Vice President become President for the remainder of the term, Or should the V.P. act as an interim President , only until we hold a special election to choose a new President for the rest of the term? Thanks, Yoram star1441

We are a trade organization, some 100 members. We used to conduct our elections at an annual general meeting- with paper ballots, counting while the members wait, etc. Three years ago we amended the bylaw and switched to an updated method, mailing our ballots to our accountant, thus: : "The Executive Secretary shall provide a ballot, by first class mail and by email, to each Active member eligible to vote, no later than the first day of May of each year. The voting members shall submit their ballots directly to the Association's accounting firm, by mail in a double envelope, or by fax or email, to arrive no later than 5 PM on the last business day of May. The accounting firm shall count and deliver the results to the Executive Secretary by noon on the third business day in June. The Executive Secretary shall immediately post the results online, and also send them by email to each member".. BUT, we neglected to also amend another section in the Bylaws, that deals with special elections, in case of a vacancy. Our President died recently, and we found this: ..."The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting."... Which is the previous method, which wedo notuseanymore for the annual elections. What shall we follow now, for the vacancy filling election? The old procedure, or the current one? (And yes, later we will amend the vacancy filling election rule to conform). Thanks,, Yoram

Thank you gentlemen for your considered and well stated opinions. That is what I was afraid I'll hear. We tried to remove the offending bylaw by a proper amendment, and it failed. There is no cure for blindness. The bylaw prohibits members from soliciting clients of other members. The courts ruled such prohibition illegal in more than one case. Right now we are stuck. Will try a removal by an amendment again, later. Thanks! Yoram

Our legal counsel determined and told us that a certain bylaw item is now illegal according to Federal law. (It prohibits members from soliciting clients of other members). How do we expunge it? Do we need to pass a bylaw amendment to remove the offending item, or may we remove it by relying on legal counsel, and on the prohibition on having any bylaw that is not allowed by higher laws, or contradicts higher laws? Thank you. yoram

Thank you gentlemen for your speedy and good advice. 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?

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.

thanks quick replies. appreciated. Y

IN OUR SMALL (90) ORGANIZATION, a controversial motion is coming up soon for a discussion and a vote. Some members are concerned about intimidation, and would like to have a VOTE BY BALLOT. What is the proper way to go about it? What is the correct motion (THAT THE VOTE ON THIS MATTER SHALL BE BY BALLOT)? When to make it? Who may make it? What form? What it takes for it to pass? Sorry, but couldn't google this out of the internet... Thanks, Yoram

" I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind. " THANK YOU ALEXIS HUNT. This is exactly the "gotcha" that our in house legal advisor tried to pull. He quoted the California Corporate Law... Not only is this wrong- and I agree with you here- but it was a neat attempt at misdirection. (Even if the CC holds, which it does not, nothing stops a member who was not at the meeting and did not sign the attendance sheet, from raising that objection). But Timely objection is not the issue. And he knew it- he personally went around with the attendance making sure that everybody signs. The attendance sheet is always left, un attended, on a table at the entrance., The issue here is , of course, the violation of the bylaws. By our hired lawyer, !. Y.