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Robert Harris

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  1. Thank you, sir. All of the replies have been very helpful and I truly appreciate the responses and expertise. Robert
  2. Thank you Joshua. Yes, a resolution (that's listed in Article X) has been used to attempt to change Bylaws instead of following Article XII. In this case, there was no urgency to make the changes. There are no circumstances that should have required any attempt to change the Bylaws outside one of meetings, with a motion and second and open dialogue. At least the way I understand it, which is aligned with your specific/general rule. The full Bylaws are only 8 pages. The only other governance documents are the Policies and Procedures manual (26 pages), and Robert's Rules of Order Newly Revised. I'm not aware of inconsistencies between the Bylaws and P&P with RONR. RONR is designated (per the last Article I copied in above) to pick up and provide details beyond the two brief governance documents. The P&P only provides some additional details to the Bylaws, like the make up of a Tellers Committee, Nominating Committee, etc - but nothing further on the amendment of Bylaws. I really appreciate your interest in this issue. Robert
  3. Guests Who's Coming to Dinner understood, but to make it clear, the question is whether Article X, that states that voting on a resolution by absentee ballot, can take precedence on the clearly defined Article XII that states when and how amendments can be made to the Bylaws. Changes to the Bylaws is the entire matter. Since Article XII is so specific, it doesn't seem that something as vague as using a resolution could be used in lieu of the clearly worded language in the Article addressing changes to Bylaws. I understand and agree with the 2nd paragraph from Joshua, and his comment regarding the more specific provision governs over the more general. Those comments were very helpful. I agree that I should have been more specific on the question. I apologize for that. Your responses were helpful and appreciated. Best regards, Robert
  4. I have a question where I need expert guidance with regard to our organizational Bylaws. There is one Article in the Bylaws regarding voting that is being quoted, but there is another Article that is very specific on the process to change the Bylaws. I'll copy them below. Also, Robert's Rules of Order Newly Revised is listed as one of our governance documents, and I'll list what that Article says. Article X, Section 9 states "In lieu of special meetings, the Council may take any action by mail, and any resolution approved in writing by a majority of the Councilmen (unless greater majorities are required by these Bylaws) shall have the same force and effect as if adopted at a called meeting of the Council. The Council shall be notified by return mail of the results of the ballot or ballots. All mail Ballots shall be ratified (in person) at the next, scheduled meeting of the Council." ARTICLE XII AMENDMENTS TO THE BY-LAWS, Section 1 states "These bylaws may be amended, changed and approved by a 2/3 vote of the AWSA Southern Regional Council at the AWSA Southern Region Mid-Winter meeting or the Annual AWSA Southern Region meeting, per the standards set forth in the AWSA Bylaws Article XVI. ARTICLE XVI PROCEDURE, Section 1 states "The rules contained in the current edition of the Robert’s Rules of Order Newly Revised shall govern the Southern Region of the AWSA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the AWSA Southern Region, AWSA and USA-WSWS may adopt. I don't believe that a resolution is meant to over-ride the very clear language in Article XVI. Additionally, I find starting on RONR page 592, clear language that is not inconsistent with with the Bylaws. I'd really appreciate expert guidance on this question. Best regards, Robert Harris
  5. Directors in our organization are elected to 3 year terms. We also elect an Alternate Director, who is to attend meetings of the parent organization in the event one of our Directors can't attend or as a temporary Director if a Director resigns. One of our Directors resigned, with 2 years remaining of his term. The position was filled by the Alternate Director. Our Bylaws state "When a vacancy in a Directorship occurs for any reason, it shall be filled through temporary appointment by the Regional Council; and the person temporarily appointed shall hold office until the next Annual Meeting, at which time such vacancy shall be filled by election for the unexpired portion of said term." After the Director resigned, the VP was asked if there was to be a special election and the VP answered "no" and did not add the position for election at our last Annual meeting. This was a violation of the Bylaws and was a failure by the VP. There is still a year remaining on the term of the Director who resigned. Where in Robert's Rules of Order can I find the specific article regarding a special election to fill the remainder of the term, per our Bylaws, to correct this violation? I appreciate your expert help. Robert Harris
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