Alex Meed

2 hours ago, Josh Martin said:

This provision is extremely helpful in interpreting the board’s authority in this regard. It seems to me that since the Constitution does not “expressly forbid” the general membership to act in this regard, the membership may indeed approve expenditures the board has not, and may rescind expenditures which have been approved (assuming, of course, the expenditure has not already occurred, since a motion cannot be rescinded if action has been taken which is impossible to undo).

Indeed, based on this provision, I may have to rethink my earlier response as well.

So it's more helpful as an aid to interpretation than I thought. Good to know. I'll keep it in then, since I think that's consistent with what my fellow bylaws contributors want, and with my desire to keep the board firmly under the members' authority (even if they seldom flex that authority outside of elections).

Then the question remains about instructions from the assembly to the board that aren't in the nature of rescinding or amending a board action. I think Robert's Rules are too bare-bones on that subject for me to just say "the membership can instruct the board as provided in the parliamentary authority", since then there are questions about required vote margins and all that. But what the instructions clause looks like is probably going to be a policy question for the bylaws committee. It might be easiest to just make the vote margin for instructions of any form the same as the requirements for a motion to rescind. (EDIT: On the other hand, for actions that require two-thirds of the board, it does feel quite odd to have a lower vote margin in the assembly than in the board to take the same action.)

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A special rule of order is adopted by a 2/3 vote with notice or by a vote of a majority of the entire membership.

As I thought. But it's interesting that the special-rule two-thirds-and-notice requirement applies both when a board sets its own rules (it can do that, right?) and when the assembly sets the board's rules—but if the bylaws say the board can "do X" by two-thirds, but its authority is not exclusive, the assembly can instruct the board to do X by only a majority unless the bylaws say otherwise. (EDIT: Or I guess a majority of the board's entire membership could set a special rule? Still, the point stands.)

Interesting, thanks. As another example, what about authorizing an expenditure of funds? Our proposed revised bylaws provide that "an expenditure is approved ... by a two-thirds vote of" the board if it is above a certain amount. Can the membership vote to approve an expenditure that the board did not approve? Or can the membership Rescind the board's approval of an expenditure? (I'm using this example because it doesn't have a clear relation to an existing Robert's Rules concept, like a special meeting.)

I should also note that the board has full power and authority (should have mentioned that at the start, drat), except for certain enumerated powers and "to take any other action that this Constitution expressly reserves to the full membership." But "the general membership may rescind or amend any [board] action as provided by the parliamentary authority, unless this Constitution expressly forbids it." I'm curious how those provisions affect your responses—but based on this thread they probably need to be rewritten anyway.

As for allowing other means of calling endorsement meetings "in the long run"—I'm chairing a bylaws committee that's doing a full rewrite, so anything is fair game. Most of my current draft (based on the committee's discussions) phrases managerial things as powers of the board, though, since the general membership historically stays out of the management of the organization (and probably believes it has no power to intervene). But I agree that the membership should be able to call things like this if the board fails to—I just want to draft it in a good way that still clarifies that calling endorsement meetings is still usually the board's job.

And I presume it would take two-thirds with previous notice for the membership to impose a special rule on the board? Or, if I'm misremembering, the same vote margin that is required for the membership to impose a special rule on itself?

A couple of other points: First, I'm writing the revision entirely from scratch—everyone agrees that our current bylaws need to be burned to the ground and rewritten. So it's not a series of amendments to the bylaws, just a whole new proposed set of bylaws. Second, it sounds like your committee has several members interested in the finer points of drafting. I'm probably the member of my organization who is the most obsessed, for lack of a better word, with rules, so the committee accepted my suggestion that I be the sole drafter in response to the agreements and discussions of the committee. In your organization, it might make more sense to involve all of your committee members in drafting, as you propose.

I'm chairing a bylaws committee in my organization this fall. I searched for months for information on how to run a bylaws committee, both advisory information and requirements of Robert's Rules, and concluded that there were few strict requirements for how the committee works. The only requirement, the way I interpret things, is that the bylaws committee must eventually adopt a single complete document as its report, which would be the revised bylaws if the will of the committee is to produce a complete revision.

I'm not an experienced parliamentarian (or even an RP), but I'll share how I've been running the committee I chair: We've had several meetings focused on particular topics—for instance, rules for officer elections, membership provisions, and powers of the executive board. These have been informal discussions, and most decisions have been reached by consensus, though I've called a couple of votes on subjects where divisions were intractable. At these meetings, I've focused on practical issues, ranging from broad to minute matters, but omitting anything that I think is simply a technical matter of how to turn a well-defined idea into bylaws language—and the committee has been happy to grant me that discretion at least for now.

In parallel, I've been creating a working draft of the proposed revision, which any member can access and comment on—though I am the only person who can actually edit the draft (since I want to avoid the problem of too many cooks stirring the pot, which is the reason why our current bylaws are such a mess in the first place). I've been updating it in accordance with the consensus reached by the committee, filling in gaps according to my judgment of what best reflects the committee's will. After we finish the subject-matter meetings, I'll finish the first draft, then bring it to the committee for an informal discussion. If changes are suggested, I'll incorporate them into the second draft, which I will bring to the next committee meeting for a formal vote after possible amendments. Once we vote to report the revision, I'll give notice to the full membership at a general meeting (as our current bylaws require) and move adoption at the following meeting.

This is an organization that meets frequently, but is generally uninterested in parliamentary and organizational matters—though my committee has benefited from a variety of active contributors from various factions of the organization. You'll have to run your committee a little differently depending on the structure and dynamics of your organization. I don't claim that my method is perfect, or even good—it's just how I've been doing things, both in terms of my plans and the direction the committee has chosen for itself.

Very well, here's an example. This is a political organization, and we endorse candidates for public office, but under our bylaws this can only be done by ballot at an endorsement meeting that is called by the executive board. "X" is to call an endorsement meeting (at least, that's the language of what I hope eventually become our revised bylaws, because our current ones are a mess). There are many other things in the bylaws (both current and the potential revision) that are written with similar language, but I think that's a useful concrete example.

Our organization has long functioned primarily as a social organization, delegating most administration to the board, so I think it's appropriate for the board to be expected to call endorsement meetings under normal circumstances. But I do want to understand what impact that would have on the relationship between the board and the membership, and whether the general membership would be able to call an endorsement meeting under abnormal circumstances (such as if the board refuses to do so).

10 minutes ago, Josh Martin said:

(Depending on what “X” is, there may also be other reasons why more than a majority vote would be required.)

I'm also curious about what exactly this means.

RONR states that "except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out" (11th ed., p. 483, ll. 9–12).

That is relatively clear when the assembly seeks to rescind or amend a board action by the motions to Rescind or Amend Something Previously Adopted. But apart from that, what sort of bylaws language is sufficient to grant the board exclusive control over a matter, and what form should the instructions take?

For instance, suppose the bylaws provide: "The Executive Board may do X by two-thirds vote." Is this language sufficient to place X under the exclusive control of the board? If not, what vote margin is required for the assembly to instruct the board to do X? And how would the board carry out those instructions; for instance, would the board then have to vote to do X at its next meeting, or does the assembly's instruction obviate the need for the board to take the vote?