Kasha

Thank you everyone for your very detailed and thorough explanations. You have given me/this committee a lot to reconsider. If only we could afford to hire a professional to write by-laws for us. I really appreciate the time and effort of your responses. Happy New Year!

Thank you, but let me understand: we should not be including in our by-laws wording about voting that RONR already covers? If that is what you are saying, I am so confused. Someone who supposedly knows RONR and was going to be our parliamentarian until she resigned in a huff, suggested that everywhere we mention voting that we had to state (for example): "approved by a 2/3rds vote of the Members in Good Standing, present and voting, at a properly noticed meeting where a quorum is present." She wanted that wording (or similar) inserted at every single instance where we talk about voting. Basically quoting RONR everywhere in our by-laws. You are saying that is a bad idea?

A by-laws committee has completely rewritten our existing by-laws. This is what our current by-laws state about amending the document: XII. AMENDMENTS A. Amendments to these by-laws, with documentation supporting any proposed changes, may be proposed by the Executive Board or any member. B. Upon a vote approved by a majority of the Executive Board, the amendment shall be proposed to the membership. C. Notice to amend the by-laws, and the specific proposed amendment(s), shall be provided to all members, ten (10) days prior to any vote to amend the by-laws. D. These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board. E. Any amendment to the by-laws shall take effect immediately after the amendment(s) is approved, unless a specific exception is stated in the motion to amend. The Exec Board wants the by-laws revised, so there will be no issue in them approving the revisions the Committee has undertaken and passing it to our membership (for the most part; the EB may have some minor changes; we are taking out the EB requirement wording in the new document). My questions are how to present this to our membership. We do all communication by email in between in-person meetings that take place once per month. The proposed by-laws document will be emailed to our Members In Good Standing 10 days before the meeting. Do the members get to suggest amendments to all sections of this revision, even areas we have not touched? (although, most every section has been changed). Our members are "older" and not knowledgeable on Roberts Rules or meeting protocol. How can we, IF we can, avoid them nit-picking every word to the point we can't get through the entire document (which is 13 pages long)? A meeting of 1.5 hours is about as much as they will tolerate and they despise dealing with the "business" of conducting the meetings. Does it require 2 readings at 2 different meetings before a vote can be taken? Can a motion be made to just accept the revised document as proposed ? Or maybe to limit the amount of debate? I am no parliamentarian but have been a part of the by-laws committee for 9 months and just want to get this in front of our members as painlessly as possible. Any words of wisdom/suggestions will be most appreciated. Happy New Year to all. TIA.

Proposed wording in the revision we are drafting: ARTICLE VI: MEETINGS A. Parliamentary Proceedings 1. The current edition of Robert's Rules of Order Newly Revised shall govern all meetings to which they are applicable when they are not inconsistent with these By-Laws or any special rules adopted by the MTDC. Wording in our present, operating by-laws: IX. MEETINGS A. Parliamentary Proceedings 1. The current published version of Robert's Rules of Order shall govern the proceedings of all meetings of the MTDC, unless stated otherwise in these by-laws.

A committee is doing a complete revision of the by-laws and tightening up the wording on the voting rules. Elsewhere in the by-laws, we defined the terms Member In Good Standing, Quorum, Proper Meeting Notice, EB (Executive Board). ARTICLE V: VOTING RULES A. The following apply to all votes on matters before the MTDC: 1. Only Members In Good Standing are eligible to vote and are entitled to one vote each. 2. Proper meeting notice must have been provided and a quorum must be met. 3. Votes counted are those cast in person, and/or electronically when authorized by the EB. a. Blank ballots and abstentions do not count towards determining the total votes cast. b. No proxy or absentee ballots shall be accepted. 4. For meetings and votes conducted entirely or in part by an electronic communications platform, participation and voting shall be deemed to be in person. Question: elsewhere in the by-laws, where we reference a vote we state, for example: "passed by a two-thirds vote of the Executive Board" or "passed by a majority vote of the Members In Good Standing". We do not state at each entry, "present and voting at a properly noticed meeting where a quorum is present" because we feel that is covered in A 1-4. Have we covered our bases with this wording by just stating, in the appropriate sections, the percentage needed to pass something? TIA. (Next up I will have a question about how to "notice", present, read, and vote on this lengthy document, since it is a revision and not amendments.)

Thank you for the interpretations and feedback. And yes, we are making many changes to the original by-laws and cleaning up the wording around voting is key.

Our club is undergoing a revision of our by-laws (initially passed in May 2022). The re-write is being done by a by-laws committee, chaired by the president, as authorized by our by-laws. The committee has been meeting weekly for many months and are nearly done. I feel confident that approaching this as a revision and not as a series of amendments is the correct approach, since our proposed changes are so extensive. My question now is who gets to vote on the revision and what % of the vote do we need to pass it? Our current by-laws state this: "XII. AMENDMENTS A. Amendments to these by-laws, with documentation supporting any proposed changes, may be proposed by the Executive Board or any member. B. Upon a vote approved by a majority of the Executive Board, the amendment shall be proposed to the membership. C. Notice to amend the by-laws, and the specific proposed amendment(s), shall be provided to all members, ten (10) days prior to any vote to amend the by-laws. D. These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board. We also state this regarding who has voting rights: X. VOTING RULES A. A Regular Member in Good Standing is defined as a Regular Member who is current on the payment of dues and has attended three (3) of the last twelve (12) meetings. (Section III, C:1). B. Only Regular Members in Good Standing may vote on any matter before the Membership and are entitled to one (1) vote each, either in person or electronically when authorized by the Executive Board. C. Voting matters not covered elsewhere in these by-laws shall be conducted by a show of hands and pass with a simple majority. E. Quorum 1. Ten percent (10%) of the Regular Members in Good Standing and a majority of the Executive Board shall constitute a quorum at any meeting of the MTDC membership. Said quorum must include either the President or the Chief of Operations. ---- Currently, we have: 280 people in our database who receive meeting notices. 58 Members in Good Standing (for 2023; we do not anticipate this will come for a vote until February 2024 when our numbers will be different). 30 Members in Good Standing attending our monthly meetings. I recognize the flaws (some/most) in our current by-laws which is why they are being revised. But sadly they are what we have to work with in order to revise them. Thank you for your feedback and expertise.

Thanks I will start a new thread. I am so confused. We are doing a complete revision because the current is lacking in so many respects, but the current is what we have to go by in order to get the revision passed, so we need to figure this out.

We are doing a complete revision of our by-laws, authorized by committee. We have added articles, expanded the EB, changed membership categories. Nearly every section has been revised, so I feel confident in using the "Revisions" method for presenting the proposed revisions to our membership. My question involves who can vote on the proposed revision. Our existing by-laws state this regarding voting on amendments: "XII. AMENDMENTS A. Amendments to these by-laws, with documentation supporting any proposed changes, may be proposed by the Executive Board or any member. B. Upon a vote approved by a majority of the Executive Board, the amendment shall be proposed to the membership. C. Notice to amend the by-laws, and the specific proposed amendment(s), shall be provided to all members, ten (10) days prior to any vote to amend the by-laws. D. These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board. We also state this regarding who has voting rights: X. VOTING RULES A. A Regular Member in Good Standing is defined as a Regular Member who is current on the payment of dues and has attended three (3) of the last twelve (12) meetings. (Section III, C:1). B. Only Regular Members in Good Standing may vote on any matter before the Membership and are entitled to one (1) vote each, either in person or electronically when authorized by the Executive Board. C. Voting matters not covered elsewhere in these by-laws shall be conducted by a show of hands and pass with a simple majority. Q: Who gets counted in determining who can vote at the time a vote is taken? 2/3 of all Members In Good Standing? Or 2/3 of those Members In Good Standing who are present at the time of the vote? Right now (and this will likely change in January when dues for 2024 become payable; the vote will likely not happen until February or March), we have 56 Members In Good Standing, but only about 30 of them have been attending meetings. My apologies if I am hijacking this thread, but my question fits.

We are a small club with a 7 member Executive Board elected by the general membership. Our by-laws do not address a leave of absence of any E-Board member. The Club president states she wants to take a LoA due to health issues. We do have a clause that addresses meeting attendance "An Officer who is absent for 3 consecutive properly noticed Board meetings may be removed by a 2/3rds vote of the Exec Board", but so far she has not missed an Exec Board meeting, because she just does not call them when she is sick. Other than that, our by-laws only address what happens in the event the president is absent: "In the absence of the president, the CoO shall assume the duties of the president" and "In the event of the president's resignation or a vacancy in that office for any reason the CoO shall serve as Acting President only until such time as a majority of the full Executive Board appoints a new president...." Because we do not have language in our by-laws to address a Leave of Absence, the remaining Exec Board members are inclined to grant a "leave" from her duties, but what then is she able to do during her absence? Can she still sign checks (we require 2 signatures); is her absence counted in considering if a quorum is met? Does she have access to accounts, bank ledgers, email, can she drop into meetings when her health allows her? Any words of wisdom are appreciated.

Thank you all. We are a new club that frankly never anticipated we would have a disciplinary hearing 8 months into our existence. We are a 7 member board, with 1 seat vacant, so down to 6 members. Our by-laws did not address the process in detail. Way to find out the limitations of by-laws we thought were too extensive (they are in some areas). The Club President has made allegations against the VP of Political Affairs, calling for his removal as a club member. The VP of Political Affairs then called for her removal as an Executive Board (Club President) member. All votes to remove people, whether as a general member or an Executive Board member, are handled by a vote of the Executive Board.

We are a political club with a club membership and an Executive Board that was elected by the club membership. Our Club by-laws allow the Executive Board members to remove a club member for failure to adhere to the club's by-laws. This is done through a hearing and by a majority vote conducted solely by the Executive Board members. The club member we are trying to remove happens to also be a member of the Executive Board. The complainant (Club President) is also a member of the Executive Board. We are not trying to remove this person just from the EB, we want him removed from the club entirely. 3 questions: 1. Does the Executive Board member being removed get a vote on his own removal as a club member? 2. Does the complainant (Club President and member of the EB) get a vote on the member's removal? 3. Once the complainant (Club President) makes her opening presentation of the allegations, and we open for discussion, is the complainant allowed to participate in the open discussion before a vote is called for? Thank you.