Josh Martin

1 hour ago, Upen said:

My question is because of the requirement of General body's approval to implement these bylaws, does these two bylaws need to be approved by the general body for them to be legal byelaws?

No. These two things have nothing to do with each other. The fact that certain provisions in the bylaws require membership approval for certain actions does not mean that membership approval is required to adopt those provisions. The rules are the same as for any other amendment to the bylaws, and the provisions you have cited quite clearly give that power to the board.

26 minutes ago, Upen said:

Our Not for profit religious organization has a Trust fund committee set up to have funds segregate din case the Temple requires funds in calamitous conditions like earth quake, fire etc. The bylaw controlling this fund has a very strict criteria to use this funds money. The request for funds from the BOT has to be approved by 3/4 of the Trust fund committee members,, and the full BOT and 2/3rds of the 2 categories of General body. This bylaw is 20 years old and has about $1.2 million. It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member. A question was raised by the current chairman of the Bylaws committee that as the General body approval is needed we should get their approval in the next General Body meeting. Some members disagree saying as it is a bylaw which according to our Bylaws can be amended by 2/3rd affirmative votes, and no bylaw has been presented to General Body for approval, more over it has been on the books for 20years. The Roberts rules is silent on this issue, so as the Illinois state law.

What do your bylaws say regarding amendments to the bylaws?

21 hours ago, Hansome said:

• At our meeting, under "old business" a member proposed giving $1800 dollars to a struggling non profit in our area.
• This motion was unanimously voted down as it was felt the non profit did noting to help itself, it was becoming dependent on our organization.
• Much later in the meeting, the motion was brought up again, for a lessor amount of $700. Motion passed.
• My question is whether this motion was proper, as a similar motion had already been defeated.  Redundant motions are not covered in our bylaws.

I think a reasonable argument could be made that giving $700 is a substantially different question than giving $1,800 (and it appears the assembly agreed with this).

On 3/24/2017 at 9:04 PM, Guest W. Watson said:

Our Vice President is apparently frustrated with some of our assembly rules. He has indicated that at the next meeting he will tell the assembly in his address that they need to abolish the organization’s bylaws and their rules of order (RONR). I intend to raise a point of order if he does. First of all, I read the home page of the state corporation commission for the state that granted our organization its charter. From my reading, it appears that adopting a set of bylaws was required for my organization to be incorporated in the state. Secondly, isn’t it true that since these documents (bylaws and rules of order) were approved by the assembly in its past action, that the VP cannot speak about them adversely unless he is prepared to place a motion on the floor to rescind them.  I think it wise to seek an expert opinion before I raise such a point of order. Thank you very much!

Yes, I think this is correct. Additionally, rescinding the bylaws would have the effect of dissolving the organization. If the VP is dissatisfied with the contents of the bylaws, what would make more sense is for the Vice President to propose a general revision of the bylaws.

On 3/22/2017 at 1:27 PM, Guest Ralph said:

Can a President of an organization over rule a board decision?

The President may rule a motion adopted by the board out of order, if the motion conflicts with some rule, although such a ruling is subject to appeal. He may not simply overrule a board decision because he disagrees with it, unless the bylaws grant the President such unusual authority.

3 hours ago, Guest LaVern said:

As I read page 254 " a point of order that the amendment is not germane to the resolution."  I would have believed that this is more of a parliamentary inquiry that a point of order

It could be either. A parliamentary inquiry is a question about parliamentary procedure, while a Point of Order is a statement that a rule has been violated, which forces the chair to rule on the point. So a member might ask, "Mr. Chairman, is the member's amendment germane to the resolution?" This would be in the nature of a parliamentary inquiry. On the other hand, the member might say, "Point of Order! The member's amendment is not germane to the resolution." This would be in the nature of a Point of Order.

4 hours ago, Guest Guest Harper said:

So my questions are: 1) Shouldn't members who signed in at the original meeting count toward the quorum whether or not they can attend the adjourned meeting? And 2) If they can't attend the adjourned meeting and and their earlier attendance doesn't count toward the quorum, then their proxies (which are given to them by name) wouldn't count as well. Would that make sense?

So far as RONR is concerned, the only members who count toward the quorum are members who are actually present. If your organization's rules provide otherwise, it is up to your organization to interpret those rules.

14 minutes ago, Jim Anderson said:

Is it appropriate for our Board to make such a mandate of the committee without first laying out the rules and processes for allowing “electronic” participation in Board of Trustee meetings?

It is in order for the board to do this.

2 minutes ago, Guest Thomas said:

What is the minimum numbers of officers that need to be present in order to hold an official meeting? My organization has 5 officers.

What kind of meeting are you talking about? If you have a board which consists of these five officers (and no one else), then three of them need to be present for a quorum. Even without a quorum, you can still have an official meeting, you just can't conduct any business.

On the other hand, if you're talking about a meeting of the membership, you don't need any of the officers to be present. So long as there is a quorum, a meeting could be held and business conducted even if all of the officers were absent. The society could elect a Chairman Pro Tempore and a Secretary Pro Tempore and hold the meeting.

5 minutes ago, Guest Steve H said:

Thanks to all for your knowledgeable answers and guidance; I appreciate the sharing of your expertise.  I think it is a shame that simple non profit societies who adopt parliamentary procedures such as Robert's Rules of Order have meanings of words, like unanimous, altered from the normal usage.  Common usage conveys something like "fully in agreement" and "an opinion, decision, or vote held or carried by everyone involved but Robert's Rules makes a sham of that meaning favouring "silence is agreement or consent".

It's your organization that is making a sham of this, not Robert's Rules. As has been stated several times, RONR's position is that the minutes should simply say that the motion was adopted.

12 minutes ago, Joshua Katz said:

All qualifications for holding office must be in the bylaws.  If the bylaws do not require the extra class, then it is not required for being an officer.  However, a full answer would also hinge on whether the advisor is given such power, either in the bylaws or in rules of the parent organization or applicable procedural statutes.  

It seems extremely unlikely that the bylaws (or applicable law) grant a single individual the authority to create additional qualifications for office.

5 hours ago, Guest D. Llama said:

This could be so - in the past they have invariably by custom applied preferential voting as the method -  a majority has not been required . They only consider RONR as a guide - and  do not bind themselves to any specific rules  set .

Do you mean to say that they use plurality voting? Preferential voting is "ranked voting." A majority vote is still required.

4 hours ago, jstackpo said:

Not to get snarky or anything....  but if you don't follow RONR why bother with elections at all?

Well, apparently they have not adopted RONR or any parliamentary authority so they can do things like use plurality voting for the election of officers with simply a custom.

4 hours ago, Guest Joe T. said:

The vote taken was for the presidency of the board after the newly-elected president died after only serving two months of his two year term.  The member stating the vote was in contrary to the bylaws, contends that when HE wrote the bylaws, he intended the vote to go to all members of the corporation, not just the board members, if certain criteria were met.  Unfortunately, the reading of the pertinent bylaws (2) is confusing and open to interpretation.  Even HE agrees that the attorney for the corporation states the wording in the bylaws does not offer clear guidance in this matter. I have suggested that he needs to correct the bylaws so that it is clear what the protocol should be if this event were to ever come up again.  Lacking that, the board voted their conscience and their vote should stand.  The board cannot be faulted if his original wording is unclear and his INTENT is not clear.    

It is certainly correct that, in the long term, the bylaws should be amended to remove the ambiguity, but until that occurs, the board (and ultimately, the membership) must interpret the provision as best as it can. It is not proper to simply ignore the bylaws because they are unclear. If it is correct that the bylaws require an election by the membership to fill the vacancy, then that is what  must occur, and the board's election is null and void.

29 minutes ago, Guest Joe T. said:

A motion was made and seconded in board meeting. Discussion was held. Vote was taken and approved. One member then asserts that vote is null and void because vote is contrary to board bylaws (his interpretation). Is this true?  

If the motion is, in fact, contrary to the board bylaws, then it is null and void.

3 hours ago, Guest D. Llama said:

To what extent are  carried motions of the members binding on an elected Board of Directors when  the bylaws are  entirely  silent on this subject ?

 Are motions carried that the Board do "such and such" or the that  the Association  do "such and such"  compulsory for the Board in the absence of  specific authority- one way or the other .  Certailnly  motions carried at an annual meeting of members -  can be viewed  ,  as  by way of "reccomnedation ",  regardless of how directory they are - but are they binding ? The  election of  Directors under the bylaws  , of course , are obligatory and must be complied with by all concerned,   but what is the determining factor for member motions -carried -  as to  "recommendation " or "obligatory" - when bylaws entirely silent ? 

It strains belief that the bylaws are "entirely silent" regarding the powers of the board, but in such a case, all motions adopted by the membership are fully binding upon the board, and the board has no authority to do anything without direction from the membership, unless something in a higher-level rule (such as applicable law) provides otherwise.

The bylaws will generally say something about the powers of the board, however vague that statement might be.

1 hour ago, Guest D. Llama said:

Thank-you for these responses  JK and Dr.  JS . These seem an excellent place to start . And  the RONR  reference provided is  most welcome - similarly , earlier  identified on ,  p.9 line 16-18 . 

Certainly these responses ( all ) apply to "societies" - and since the posed  question makes  no differentiation as to the nature of the assembly - these responses  fully answer ..

However , is that answer  applicable to all manner of assemblies? What if the assembly and Board are creatures of legislation - that is, brought  into existence by law ( for example a food Co-Op permitted to exist under a general  Co-Operatives law -and to make its own bylaws and to have an elected Board )  . If the bylaws are  silent as to the authority of the members at a general meeting ,  save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then ? If the members carry a motion to purchase a  ( say ) new  truck at the AGM - must the Board comply or may it treat all such carried motions as -recommendation  only- and not binding on the Board  ? 

RONR does say that in stock corporations, the board is the supreme authority, and the membership just gets the powers the bylaws assign them. Motions adopted by the members would just be recommendations.

For all other organizations, the situation is reversed - the membership is the supreme authority, and the board only has such powers as the bylaws assign to it. The fact that the assembly and the board are "creatures of legislation" doesn't change anything so far as RONR is concerned, but the legislation in question may have its own rules on the subject, and such rules would take precedence.

56 minutes ago, Richard Brown said:

Kim, my initial reaction, without researching it, is no, that would not be proper.  The actual text of the proposed new bylaws is not yet available.  I think the required notice requires that the text, or at least a summary of the new text, to be included with the notice.

I think it is correct that simply notifying members that a general revision to the bylaws shall be proposed is not sufficient notice, but it may still be possible to act upon the proposed revision at the February meeting. The bylaws committee, after completing its work, could ask the Secretary to include the required notice in the call of the meeting.

1 hour ago, Kim Goldsworthy said:

That cannot be the case.
That interpretation leads to an absurd result.
***
Q. If, in January,
a motion is moved and seconded
(To Amend Something Previously Adopted)
which targets an ordinary act of the society,
but is postponed to to the next regular meeting (February),

and,

is again postponed to the next regular meeting (March),
then what can a member do to lower the vote threshold of the postponed motion to a majority vote?
***
Under your interpretation, there is no way to do so.
And that is absurd.

Since it is absurd, then that cannot be an accurate interpretation of the rule.
There must be a rational interpretation which allows for a majority vote of a multiple-time postponed motion.

(Note that the motion will have appeared in two sets of minutes, come the March meeting.)

A member could give notice that he intends to make the motion anew, provided that the original motion is withdrawn.

8 hours ago, Joshua Katz said:

There is no contradiction - an incomplete election is not the same thing as a vacancy.  

An incomplete election can result in a vacancy. A vacancy is whenever there is no one in an office. Depending on how the bylaws are worded, an incomplete election may have that effect.

Nonetheless, I agree that there is no contradiction. The assembly is not beginning a new election, it is completing an election which has already begun, and for which there is already some form of notice - either notice to fill a vacancy or the fact that the bylaws specify when the regular elections shall be held. In much the same way, the fact that notice is required for a special meeting does not mean notice is required for an adjourned meeting, and the fact that previous notice is required for certain motions does not mean notice must be given again if that motion is postponed.

47 minutes ago, Leo said:

An organization elects its officers by mail ballot with space for write in candidates.

A nominating committee submits the list of nominees to the board of directors to be mailed to the members.

Is it proper for the board of directors to open the floor, at a board meeting, for nominations?

At least so far as RONR is concerned, I do not think it is proper to open nominations from the floor at a board meeting when the election is conducted by the general membership. It would be proper to take such nominations from the floor at a meeting of the general membership, if such a meeting takes place prior to the vote.

With that said, it appears that the organization's rules require the nominating committee to submit its nominations to the board before mailing them to the members. There is presumably some reason for this requirement, and that reason might be to permit the board members to make additional nominations. This is, however, a question of interpreting your organization's rules, which is up to your organization.

43 minutes ago, CJD said:

If I use FAQ #6, and put into the bylaws that the majority would be based on members present at the election, does that mean that absentee ballots could not be used? Or in order to use absentee ballots, I would have to word it so that it is a majority of the membership (whether they are present for elections or they are not). The way we are currently doing it is having the winner determined by the majority of those who casted votes. 

I don't understand how absentee votes came into this. Neither of the proposed wordings would permit absentee votes. That would need to be specifically stated in the bylaws. I also don't see how absentee votes would help anything.

What you really seem to be getting at is that the proposed wordings would mean that blank ballots could be used to prevent an election, and this is correct. In the event that no candidate is elected, however, another round of voting is immediately held, so this doesn't really accomplish anything except making your elections take longer.

Ultimately, if you want to prevent this person from being elected, you should elect someone else. If you need to stall for time to find candidates, a member may move to postpone the election. Majority rules.

If you are unable to find any candidates and still insist on refusing to elect this person, you've apparently decided it doesn't really matter if this position is filled, so perhaps you should consider amending the bylaws to eliminate the position. That would solve the problem.

7 minutes ago, Guest Juanita said:

We are a non-profit, our Executive Committee voted to recommend to the board of directors at the March meeting a slate of officers. The person who is up for Treasure will not accept that position, after stating she would do anything we needed. At the board meeting it will be announced that the Executive Committee has voted to recommend the slate of officers and that voting will take place at the April meeting. Giving a 30 day notice. The Treasure's position is always the Chairman of the Operational Oversight Committee, or in other organizations the Governance Committee. How do we handle this? It an unwritten rule that the Treasure becomes the OOC chair. Thank you for your assistance.

Elect someone else as Treasurer. The Executive Committee (which appears to serve as your organization's nominating committee) should meet again to find a new nominee for Treasurer. Additionally, nominations from the floor and write-in votes are in order.

2 minutes ago, Elaine A said:

We are having a Special Meeting to hold Election of officers and Directors. 1. Can we stipulate that this meeting is only for members in good standing? At a recent AGM there were a number of people who were there to observe and we want to ensure that only members in good standing vote. There is nothing in our constitution to address this. Thank you.

The assembly may certainly prohibit non-members from attending. If by "members in good standing" you mean members whose rights are not under disciplinary suspension, then yes, members who are not "in good standing" may also be prohibited from attending. If you mean something else by "members in good standing," please clarify.

41 minutes ago, Guest Ann Hamm said:

Can a committee send a motion that is already second to the floor for vote or must they make a recommendation and the general assembly then makes a motion?

The reporting member of the committee may make a motion to implement the committee's recommendations.

3 minutes ago, Guest P. Wanger said:

I have been called in to consult on an independent church that is dissolving after 105 years and merging with another similar church in the city.  When they first incorporated, state law did not require a dissolution article in the bylaws, so none was added.  RONR11 is vague on the topic, other than saying to follow state laws regarding the dissolution.

The church is consulting with an attorney regarding the assets, liabilities, etc.

State laws say that the body of the corporation (as a non-stockholding corporation) must vote on the dissolution.

My questions:  1) Would this be a resolution vote, subject to the regulations of the church's bylaws on amending the bylaws?  2) If it is not an amendment vote, is this treated as a regular motion or a privileged motion? 3) Can the motion be properly amended?

I'm sure additional questions will come up...

1-2). A motion to dissolve has the same requirements as a motion to amend the bylaws.

3.) Yes. The motion to dissolve generally includes details such as how the society's assets will be disposed of, and such details may be amended.

1 hour ago, Richard Brown said:

I'm curious, too, Joshua. Although a revision is considered a form of amendment by RONR, a revision is actually the adoption of a complete new set of bylaws and it seems to me that any such provision could be omitted in a bylaws revision.

Edited to add: I base my opinion primarily on the language on page 593 of RONR rewarding General revisions.

The organization's bylaws are the highest authority in the society. They take precedence over any conflicting rules in the parliamentary authority, and there are no restrictions on what rules the society may adopt, except as may be imposed upon the society by a parent society or applicable law. As a result, if the society wishes to provide that a certain section of its bylaws may not be suspended or amended, it seems to me that the society is free to do so. If the society later wishes to amend the bylaws to remove the provision, it will be unable to do so, and for this reason, I do not advise that a society adopt a provision of this nature, which I stated at the outset. A more reasonable compromise would be to require a higher threshold to amend the rule in question.

I don't think the society can get around the rule by adopting a revision which omits the provision. The only solution I can see would be to dissolve the society and start over from scratch.