Mark Apodaca, PRP

I was recently asked whether resolutions in the form of gratitude or encouragement require the membership to vote on each resolution or rather the membership can vote for all of them in a single motion where there will be no opposition. The organization has 26 resolutions. Resolutions are motions and membership needs to vote on each one. RONR says: 59:78 Courtesy Resolutions. In addition to its duties in regard to the resolutions which are referred to it and which usually relate to policy matters, the Resolutions Committee is often charged with the duty of drafting and presenting to the assembly any courtesy resolutions that may seem appropriate. Ordinarily, courtesy resolutions express the appreciation of the convention to those who arranged accommodations for its physical needs or rendered it service. Is there a different approach to be taken to save time instead of going through each one and voting on each one? I think not.

Article XIII Bylaw Amendments Section 13.01: Amendments. These bylaws may be amended by a two-thirds (2/3) vote of the Association members present and voting at the SDAD biennial conference, provided that the amendments are submitted to the Governance Committee in writing sixty (60) days prior to the conference. I meant 60 days prior to the conference. From our discussion, this one sentence does not give sufficient information and the other article covering the governance committee does not cover the bylaws. Shows that this article is up to interpretation. I read NAP's bylaws which is more specific: ARTICLE XVI AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS Section 1. Convention Action. The Articles of Incorporation and these bylaws may be amended, and any other action defined as a fundamental transaction by the applicable law of the jurisdiction in which NAP is incorporated may be authorized, at any biennial convention: A. Amendment with Notice before Convention. By a two-thirds vote, provided that the amendment: 1. has been submitted by the bylaws committee, the NAP Board of Directors, a standing or special committee, a district conference, two associations or their board of directors, three units, or at least ten NAP members-at-large; 2. if originated by other than the bylaws committee, has been submitted to that committee on or before February 1 in the year of the convention; and 3. has been mailed or sent by electronic communication in accordance with Article XII, Section 2 to the members no later than July 1 in the year of the convention together with identification of proposer(s) and the committee’s recommendations for action. B. Amendment with Notice at Convention. By a nine-tenths vote, provided previous notice has been given at an earlier meeting of the same session of the convention. Section 2. Revision. These bylaws shall be revised only upon authorization by the convention. A. Preparation of Revision. Preparing and presenting an authorized revision shall be the duty of the bylaws committee. B. Notice of Proposed Revision. The proposed revision shall be sent to the members no later than July 1 of the convention year. C. No Amendment to Existing Bylaws. If a revision is authorized, there shall be no other amendments proposed to the existing bylaws. Also, NAP's bylaws covers the Bylaws Committee: B. Bylaws Committee. In regard to NAP Bylaws and Standing Rules, the bylaws committee shall: 1. review all submitted amendments and edit for composition; 2. consolidate similar amendments for joint proposal subject to acceptance by the proposers; 3. possess the right to originate amendments; 4. submit proposed amendments to the members together with the committee’s recommendations for action; 5. ensure, with the assistance of legal counsel, that the bylaws are in compliance with applicable federal and state statutes; 6. in the event a revision is authorized, prepare and submit the proposed revision; and 7. review and approve bylaws for new associations, units, and youth groups. If the bylaws mentioned under 13.01 that bylaws amendments would not be accepted during the business meeting at the conference, that would have taken care of the issue. I will inform the President that the amendment made in 2019 should have already been included in the current bylaws. I will re-read the conversations and if I have any further thoughts or comments, I will let you know. I will also look at other Associations of the Deaf's bylaws to see if this is common. Thanks, Mark Time for my ibuprofen.

Informing the membership that they can provide the Governance Committee with proposed amendments to the bylaws up to 60 days before the conference is considered to be previous notice. After that, the committee will not accept any more proposals. Of all the conferences I have attended throughout the years, members never made motions to amend the bylaws during new business due to the passing of the 60-day deadline.

Here is the process as has been the practice for this organization as well as a number of organizations. When the organization announces that the biennial conference date is set, the membership is also notified that the governance committee will begin to accept bylaws amendments proposals up to 60 days before the conference. After that deadline, it will not accept any further proposals. Then during the biennial conference, the members will receive a list of proposed amendments before the governance chair goes through them for their vote to accept or reject the proposed amendments. Those which pass will become effective immediately.

Those are the two parts from the bylaws I shared covering the Governance Committee and Amendments to the Bylaws. The 60-day clause is considered "previous notice" because when members read the bylaws, they have at least 60 days before the biennial conference business meeting to submit their proposed amendments. Also members are notified long ahead of time.

I would think that since the proposed bylaw amendment was made during the 2019 business meeting and passed, and since the 60-days requirement was not met, this new amendment becomes effective during the 2021 business meeting. Mark

This is what the South Dakota Association of the Deaf's bylaws says about the Governance Committee: Section 8.06: Governance Committee. Governance Committee chair shall appoint SDAD members in good standing to serve on the committee, consisting of at least three (3) members and no board members to be on the committee. Being the only PRP in the USA who is deaf, I am working with a number of nonprofit organizations for the deaf whose bylaws require an overhaul. A number don't understand the scope of bylaws nor have they had any training. Mark

Mr. Honemann, The bylaws do not cover anything else about amendments except for what is stated in 13.01. Mark

From an organization's bylaws: Article XIII Bylaw Amendments Section 13.01: Amendments. These bylaws may be amended by a two-thirds (2/3) vote of the Association members present and voting at the SDAD biennial conference, provided that the amendments are submitted to the Governance Committee in writing sixty (60) days prior to the conference. This is very self-explanatory. Simple and to the point. Two years ago during the state conference and after completing the amendments to the bylaws, during new business, a member made a motion to amend a section in the bylaws. The motion passed. I was asked if the amendment should added to the bylaws two years ago or does it become effective at this year's conference. My answer was that the motion was out of order due to not meeting the 60 days and previous notice. It needs to be resubmitted at this year's conference. Because they thought that it was already effective two years ago, it does not need to be submitted again. Again it failed to meet this year's 60 days meaning that it will need to be brought up 60 days before the 2023 conference. Are we in agreement?

Based on what we discussed, I wrote an opinion for the President. But without any knowledge, a few hours later, the entire board, which was elected on May 27th, announced that they will remain in their positions until August 31st. They will not continue with their positions when the term starts on September 1st. Now I have to go back to the drawing board. If each officer and member at large submits their resignations effective 12 AM September 1st, this will leave the organization without a board and the membership will need to call a special membership meeting within six months to elect new board members. I watched each board member's video (in ASL) and each explained their reasons. Racism and audism were the main reasons. For those who are not aware of the term audism, below is the meaning: Audism, belief that the ability to hear makes one superior to those with hearing loss. Those who support this perspective are known as audists, and they may be hearing or deaf. The term audism was coined in 1975 in an unpublished article written by American communication and language researcher Tom L. Humphries as a way to describe discrimination against persons who are deaf.

If the President does not wish to continue until her successor is elected, she can resign and the Vice President will become President for the next four years.

This is what is stated in Section 6, Resignations, Vacancies and Removal from Office: A Board member may resign by notifying the President of the Board in writing 30 days prior to the effective date. The Board of Directors shall have the authority to fill any vacancy on the Board that may occur between regular meetings of the organization with the exception of the office of the President that shall be filled by the Vice President. Board members who miss two consecutive meetings or fail to fulfill duties may be asked to resign and are subject to removal with a majority vote of the Board of Directors.

This is in regards to an organization named ASLTA, a 501(c)(3) nonprofit organization. I am attaching Article VII which covers the election and appointment of officers. It is also related to alternating elections. I was not able to find anything covering alternating elections in RONR unless I overlooked it. Problem: The position of President, Secretary, and Professional Development Director are up for election next month. Nobody has expressed interest in the three positions. The current President asked rather the current Vice President can move up to President. My thought is "no". Since the President is not running for another four-year term, if the Vice President, who has two years remaining of his four-year term, can announce his candidacy for President. The membership will still need to vote. If he becomes President, it will be for a new four-year term. The Vice President thinks he can serve for what is remaining in his VP term, that is two years. Once he becomes President, the Vice President position becomes open and the board, not the membership, shall appoint someone to fill in the remaining two years. As for the Secretary, if nobody runs, then the board should appoint someone to the four-year term. Their bylaws do not cover anything about what to do if nobody runs for a position. This is becoming common within a number of organizations for the deaf. I always believed that it is a honor to serve on a NPO board but I guess we have a different generation of thinking. Opinion about the Election.docx

As I was working on my opinion for the President, I just learned this afternoon that the entire board of the nonprofit organization resigned. Now, I need to go back and find out what is going on. I thank you for your comments and shared thoughts. Mark

Under 46:46 says: If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. What is meant "at the next meeting"?

Thank you Josh. It is my understanding that the Vice President-elect has refused to move up to the Presidency. RONR states that if the Vice President refuses to assume the role of President, he will have to resign. If this is the case, my opinion is that the next in line will be the Secretary and it can go down to the Treasurer and member-at-large if the Secretary and Treasurer refuse to assume the role. If none of the remaining officers refuse to move up and the MAL decline, then there shall be a special membership meeting to elect the new President and Vice President. Do you agree? If that is the the Secretary shall call the special meeting.

32:7 A request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly; and so also is the filling of a vacancy created by the acceptance of a resignation. In such cases, the assembly can proceed immediately to fill the vacancy, unless notice is required or other provision for filling vacancies is made in the bylaws. In the case of a resignation from office, unless the bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement. But if a member is elected and declines, no notice is required to complete the election immediately or at the next meeting When the President decided not to continue a second two-year term, can this be interpreted to mean that his resignation becomes effective on September 1st? If that is the case, shouldn't one of the officers assume the role of President and Vice President?

While I research this, I wanted to bring this case to the table. An organization recently had an election earlier this month and the current President won a second two-year term beginning on September 1st. Also a new Vice President was elected to a two-year term beginning September 1st. Two weeks after the election and due to pressure received from some members of the organization, the President decided not to continue a second term and her last day as President will be August 31st. The new Vice President also decided not to assume the role and backed out. Question - since the election already took place, does there need to be a special membership meeting called for the election of new officers?

Recently, there was a nomination process going on. The Vice President position was open and nobody expressed interest in the position. All of sudden, one individual nominated himself and because no one else was interested, the individual became Vice President. I have been looking for "self nominating" in Section 46 to no avail. Also for the Treasurer position, an individual was nominated by a member and accepted. Then another member nominated himself. The individual who nominated himself won the election. Again, is this process valid when an individual nominates himself? Mark

From what I understand, all voting for the officer positions will be done through the Internet. So there will be no absentee votes. During past conferences, the organization would announce the winners during the membership business meeting after the voting closes which would be the next day. It was never an issue. This time the business meeting was going to be held while the election period is still open and there was no schedule for announcing the winners. They only planned an one-day business meeting. This caused the problem. I spoke with the Vice President of the organization this morning and learned that they were able to add an additional business meeting the following day after the election to announce the winners. Mark

Thank you all. I have to say that this was a good and beneficial discussion. I had two bylaws committee meetings last night and I could see a number of sections which were procedural. I advised that they be moved to the policy and procedures manual and try to keep the bylaws more of non-procedural. I am wondering if there are any reference books which may cover this. I recently purchased from BoardSource a book, "Better Bylaws: Creating Effective Rules for Your Nonprofit Board". I am a member of BoardSource and they have good resources. Mark

I would think that any procedures will be in the Policy and Procedure manual instead of bylaws, leaving the bylaws non-procedural. What is procedural and non-procedural can be up to interpretation.

Richard, Okay, below is an article/section from a different organization which does not have an article/section covering suspend the bylaws in its bylaws: ARTICLE VII – ELECTION and APPOINTMENT OF OFFICERS Section 2, Election Procedures. There shall be alternating elections every two (2) years. Groups of officers to be elected in alternate elections are as follows: The President and Secretary and The Vice President and Treasurer Elections will take place by electronic ballot through the ASLTA website to be opened at 12:00am on the second day of the biennial meeting in the time zone where the meeting is held and closed at 11:59pm on the second day of the biennial meeting in the time zone where the meeting is held. All voting members in good standing 30 days before the biennial meeting shall be provided with one (1) electronic ballot. Election results will be announced at the regular biennial meeting, in the ASLTA newsletter and on the ASLTA website. Can the highlighted be suspended? The organization has a conflict happening on that day. This appears to be a rule, not procedure. Mark

I am working with one organization about the meaning of Suspend the Bylaws. Below is what is read: ARTICLE VIII. Amendments VIII. 2. Suspensions. These bylaws may be suspended for a specific purpose by four-fifths (4/5) vote of the Council of Representatives present and voting. As I understand, RONR makes it very clear that you cannot suspend the bylaws. It does not make sense for the organization to suspend the bylaws. If this happens, then ALL the articles/sections of the bylaws are suspended and there will be no governance. As I understand, the bylaws are full of rules. Each article and section covered in any bylaws are rules. My understanding is that you can suspend a rule (article/section) within the bylaws by 2/3 vote. This organization requires 4/5 vote and it makes it harder to suspend the rules within the bylaws. If the bylaws do not have an article covering suspending the rules, the membership can still suspend an article/section with 2/3 vote. Section 25 of RONR covers Suspend the Rules. It would make more sense if it read "An article/section of these bylaws may be suspended for a specific purpose by four-fifths (4/5) vote of the Council of Representatives present and voting." Your comments/thoughts? Mark