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  1. This is an EXTREMELY complicated situation with multiple tangents in which I hope some parliamentarians can help me sort out some answers to. I apologize in advance for the lengthy post, but I included citations from our Policy and Procedure Manual as well as RONR. Nothing relevant to the following in our bylaws except for board term limits. Recently our board announced term limits only for specific standing committees. The term limits announced for the committees were for up to 2 consecutive 3 year terms with 3 years off in between. There is nothing in our bylaws or PPM about term limits for committees. Our directors serve up to 2 consecutive 2 year terms which is in our bylaws. They announced that these committee term limits were retroactive (which I know can be done) and would gut these committees. Prior to the announcement the board also called specific chairs and told them to resign or face public humiliation. In the announcement, they named the specific people they had called and announced all their resignations even though only one had resigned at the time of the announcement. It is important to note, that no formal reviews were done except one for one committee, nor any dereliction of duty was implied for any. In addition, only specific people are being forced to leave while others who would also be ineligible (due to retroactive term limits) are allowed to stay. Also of importance was that the board cited getting new people and fresh ideas into the committees as the reason for the change. However, in many of the committees (including the multiple chairs who were asked to resign) had open positions for years in which the board had not filled. To add insult to injury, our club allows members to come to every teleconferance board meeting but we were not notified of any meetings in which this was discussed. “Club members may listen in on teleconference Board meetings if they notify the Recording Secretary of their desire to do so at least two weeks prior to a regularly scheduled meeting. To encourage member call-in to Board meetings, in 2017 the Board decided to waive the previous member charge to cover conference call fees.” (PPM 16) These procedures were discussed (unbeknownst to membership) in two secret board meetings and not reported in minutes even though expressly written in our PPM. “Any business conducted outside of actual Board meetings (i.e., phone polling or mail polling of the Board) must be sent to the Recording Secretary (or designee) and be reported in full in the minutes, including exactly which Directors were given the opportunity to vote and what the votes cast were, and that any business involving committees resulting in any changes also be reported. Meeting minutes shall be posted to the PWDCA website. “ (PPM 13).Even if they claimed Executive Session (which it clearly was not) our PPM states in regard to executive session. “ Executive Session discussion is confidential and shall not be reported in the regular Board meeting minutes. “Any actions decided during Executive Session. Any specific actions resulting from discussions during Executive Session (e.g., committee changes, disciplinary actions, approval of new Associate or Voting members) shall be taken outside of Executive Session and duly reported in the regular Board minutes.” (PPM 18) The minutes from these secret meetings have never been posted to the membership, even though the board is required to. “Meeting minutes shall be circulated to all Board members within 1 week of the board meeting including the annual meeting. The board then has 1 week to review and approve the minutes. After board approval of the minutes, the minutes shall become effective upon circulation by the Recording Secretary within 2 days after the Board’s approval. After approval, meeting minutes will be posted to the PWDCA website with an email to the members about the posting.”(PPM 16) To this date, we have never received any minutes. Not only are the members upset about the lack of transparency, they view this as board overreach in that they retain the right of the decision concerning the treatment of its minority members and that is a bylaw issue citing RONR 1:6 (c) “The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval-implying assumption of responsibility for the act-must be registered by more than half of the members present and voting on the particular matte, in a regular or properly called meeting of the body ( see also 44:1-2) Modification of the foregoing principal that impose a requirement of more than a majority vote arise{ (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." AND “50.7 Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration.” Our club has never had term limits for committees. In its’ 51 year history (customs) we have never had term limits for any standing committee save one time fairly recently. That one time they imposed term limits on the Finance committee, however it was quickly overturned by the next board for minority member rights issues. Board minutes 2/2020 “Finance Committee term limits – There being no term limits for any other committee and per the recommendation from the Finance Committee Chair, ****** moved to remove term limits for the finance committee. ***** seconded. All approved.” This further emphasizes the fact that out club committees never had term limits. There is no mention of committee term limits in our lengthy 89 page PPM either. Now fast forward We have an upcoming board meeting which is the first (announced) one since the announcement. Two separate members filed items for our board to address one was a question for discussion asking for time for members to voice their opinions as well as query the board to the subject discussed above, and the other was a formal motion to rescind. I believe the actual motion reads “Move to rescind committee term limits and affiliated actions.”. Members are allowed to make motions and have questions brought up at meetings provided they were submitted prior to the deadline (which they were). Under our standing rules and rules of order (our PPM) it clearly states “Club members who submit motions or questions to the Board prior to the agenda deadline (two weeks before a scheduled meeting) will have their motions/questions added to the agendas of regularly scheduled Board meetings. Letters sent/addressed to the Recording Secretary (or any other officer) by Club members may be accepted as official business for the Club records and agenda(s) if sent by either e-mail, facsimile, U.S. mails, overnight servers (e.g., Federal Express, UPS, etc.), or by personal delivery.” Questions 1. Since this is a board meeting and not a club meeting, how would this motion by a member be handled? Does it need to be seconded by a board member? Does it open up debate like it would in a club meeting? Who gets to vote on it? Does it require a vote? 2. Are there any other RONR citations that would help the members to stop this action? 3. The membership contends this is a minority rights issue and falls under their purview as it only targets specific individuals and specific standing committees. . Is this true? 4. Does this action belong in the bylaws? This action has upset the membership as a whole- our president quit, whole committees quit, the members are upset beyond words-we have close to a quorum attending the upcoming board meeting (unheard of) even though we only had days to respond and submit requests. Clearly our club has had some problems with boards in the past, which is why all the standing rules and rules of order giving members transparency are in our PPM. To be fair, the membership is not completely against instituting some type of term limits via a bylaw amendment, what they oppose is the deceptive and punitive announcement that disrupted the whole club in a manner which bypassed membership rights. Any help, insight, opinions would be greatly appreciated. Thank you in advance for any of your thoughts. Best, Mary
  2. I am looking for examples of how to phrase, and information on the rules governing, a motion to suspend a procedure contained within a by law that makes provisions for the temporary suspension of any procedure it contains (with a majority of the vote)? At issue is a rule that vacant council seats will be filled by appointment that we want to temporarily suspend to allow for a by-election instead.
  3. This relates to a bylaw add- specifically to reimburse delegates who attend conferences. There is nothing presently stated anywhere. Should the change be added to as a bylaw or to the manual of standard procedures? What should the header be? Delegates are required and being reimbursed. Thank you.
  4. Greetings! This sounds like a bylaw question, but please bear with me! Our organization’s bylaws state that, in order to be eligible for nomination, a person “must have attended 12 meetings in the previous 12 months.” We also have a provision against “write in” candidates. We also have a provision which states RRONR is the authority for anything not specifically addressed in the bylaws. Due to state restrictions on gatherings due to COVID, our April, May and June meetings were cancelled (because we were not permitted to meet). The issue: How can a nominee attend 12 meetings in the previous 12 months, if we only held 9 meetings (Due to COVID regulations imposed by the state)? Our bylaws do not address this possibility in any way. It would seem there is no way to hold an election! Unless the missing meetings are somehow regarded as... Cancelled due to an “Act of God” or something similar? Or do we regard the meetings as “adjourned to a future date” and proceed 3 months hence? I am truly at a loss. Does RRONR address this situation? Failing that, could I inquire as to how other organizations might be addressing a similar issue? I thank everyone in advance for their assistance! Hal
  5. Our legal counsel determined and told us that a certain bylaw item is now illegal according to Federal law. (It prohibits members from soliciting clients of other members). How do we expunge it? Do we need to pass a bylaw amendment to remove the offending item, or may we remove it by relying on legal counsel, and on the prohibition on having any bylaw that is not allowed by higher laws, or contradicts higher laws? Thank you. yoram
  6. Currently the club I belong a few of the board members are proposing amendments to the bylaws that take away all membership voting rights contained in our bylaws, leaving all decisions in the boards hands alone. Also proposed are extending unlimited board (officers/directors) terms at their discretion and taking out the provisions of informing the membership of meetings/agenda. Currently, even though our bylaws state they must provide time/date, agenda and post minutes of meetings, they provide us none of these items. It is my understanding, that this goes against parliamentary rules in general. In addition, I believe I read in RONR somewhere (cannot find it now) that an exception to majority rule was that 2/3 vote from the membership is required for any bylaw change that takes away members rights. Is this true? Is it 2/3 of the quorum required or total voting membership? I also believe, I read in RONR that people (our board) "should" refrain on voting on these changes because they are self serving. Can anyone help us to prevent this by furnishing proper citations and proper procedure from RONR to strengthen our arguments against this? We are at a loss as to how to proceed to do this to keep our rights as voting members. 2 of our current board members are against these changes and furnished some of our members copies. These board members told us they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people. Did I mention that the bylaws committee is only comprised of 2 board members? HELP!
  7. Our organization holds an annual conference/meeting in which the elections take place for the open board officers during that time. This year we have had to cancel due to COVID19. Several members of the board have stated that due to the fact that our bylaws state "we shall hold an annual meeting" that statement holds us to having a meeting of some kind. They are suggesting to fufill that obligation by calling for email nominations and votes for the open board positions. I am asking that all elected officials stay in their position for the duration of this year until an official meeting can be conducted in 2021. Due to strict time restraints we must have our annual meeting in June. Any suggestions or comments would be extremely helpful. Thank you
  8. Hi all, My union, which is constitutionally bound by RONR, is gearing up for its annual meeting involving bylaw changes. The constitution requires a 14 day notice for any proposed bylaw change. Proposals have been submitted and announced to the membership, however, the union leadership is stating the debate and voting on the proposed bylaw changes can exceed what was originally announced 14 days before the annual meeting. I tried, and failed, to explain "scope of notice" and its purpose in protecting the rights of absent members. What section/chapter is "scope of notice" stated in RONR?
  9. We are a Country Club and want to run a pilot program to attract new members (they would pay a reduced rate during the pilot program). The program would last for less than a year. We do not want to amend the bylaws to create this temporary class. Can we go to the membership, and and ask them to approve this pilot program, with the proviso that if we want to extend the program we would have to come back next year and get a bylaw amendment approved. We are willing to meet the by-law requirements regarding quorum and voting percentage, we just don't want to change the by-laws for a short term experiment.
  10. OUR organization holds lectures, seminars,meetings etc. In order to motivate members to show up and participate, we moved and resolved that members who do not attend a certain number of such events each year, will not be eligible to work for the organization and get paid. So far so good, but: The e.g. after '" no member may be employed (PAID) by the association in any capacity" enumerated: "(Officer, committee member, ..writing for the website" etc.)" Here is the problem: Our bylaws list the four officers, and describes their duties and compensation.. Does this new motion improperly amends the bylaws as to 'officers' , and hence is null and void (only as to 'Officers')? Thanks.
  11. In Robert’s Rules on page 250 there is a statement that says: “a rule in the bylaws requiring a vote to be taken by ballot”. If there is a rule in our constitution that states this requirement but is not in the bylaws, does this still apply? I have been challenged that this doesn’t apply since it is not mentioned in our “bylaws” that a ballot is required but only in the “constitution” of our organization that this is stated therefore the Robert’s Rules statement doesn’t apply. How do I explain that the use of the word “bylaw” in Robert’s Rules includes anything in a constitution as well and not only a bylaw? Am I wrong?
  12. RONR states "Subcommittees must consist of members of the committee, except when otherwise authorized by the society in cases where the committee is appointed to take action that requires the assistance of others" (p. 497, ll. 16-19). If an assembly changed their bylaws regarding subcommittee membership to only read "Subcommittees may consist of assembly members who are not on the committee," does that eliminate the requirement that nonmembers of the parent committee must be authorized? It seems to me that the second clause of the RONR statement above might still be in effect, and the amended bylaw can be read to merely affirm what RONR states: that subcommittees may consist of members not of the parent committee.....[if they are authorized by the assembly].
  13. So if a bylaw is interpreted one way by the chairperson during a meeting but then later it is proven that the original intent of said bylaw is different than the current interpretation, what if anything can be done? Which takes over? The original intent or the current interpretation? And if its the original intent, can you go back and change the ruling on the floor?
  14. Hello, I have two questions. 1) What is the proper protocol for removing a board member that is not an officer. There are a few different reasons why. 1) the board member is not responding to emails 2) they are not following their duties, i.e. they are our publicity chair and not posting anything on social media or sending out emails for events. 3) They have an overall poor attitude towards the board and are constantly causing conflict because they do not care for the current board. How do we handle a situation like this and if we must vote them out what is the proper way to do that. 2) The previous board wanted to vote on bylaw changes at a general membership meeting. 1) They did not provide a copy of the bylaw changes for the membership, in fact they provided a copy on the website in a "members only" section that was only accessible with a password. Not only was there no email informing the members where to look on the website (i.e. members only section) but they were never provided with a password to access them. 2) The current bylaws were removed from the website 3 days prior to being voted on so there was at least 2 days where they were not accessible until someone complained. 3) They were not voted on properly by the membership according to current bylaws or Robert's Rules. 4) After the subsequent vote took place, the changes were never updated by the current board to the general membership. Based on this, the next years board voted that the bylaw changes were null and void based on being done so incredibly wrong. We want to make sure that the new board's vote to do this was the correct move. We felt that this wasn't even an instance of "repealing" bylaw changes because they were never actually changed. Any help would be greatly appreciated! VP
  15. Greetings! Please bear with me – this explanation is probably going to be longer than it needs to be, but I want to be sure I explain this correctly. My organization has two (2) levels of “membership”, as described below: <Primary> members: What would be thought of as “full” members. <Primary> members elect <Organization> officers, approve Bylaw changes, set <Organization> policy, and (in point of fact) are “owners” of the <Organization’s> facilities. All <Organization> business comes before the body of <Primary> members, and is ultimately disposed of at that level. <Secondary> members can only be accepted for membership by vote of the <Primary> membership. All privileges permitted the <Secondary> members are granted by, and may be revoked by, the <Primary> members, without exception. <Secondary> Members: Essentially members of a strictly “social” nature. They are free to make use of the recreational facilities owned by the <Organization>, and are permitted (on occasion) to select such things as a particular Band (or request a specific type of music), or perhaps they might select a particular “prize” to be given away in a raffle (*This* item rather than *that* item). <Secondary> members are not permitted to attend <Primary> member meetings, (They have neither voice nor vote in the operation of the <Organization>) They do not elect Board members or modify the bylaws. The <Primary> members hold a meeting of the <Organization> on the second Thursday of every month. This is the “Regular Meeting” of the <Organization>. <Secondary> members are not permitted to attend. There is a “meeting” of the <Secondary> members on the fourth Thursday of the month. No actual <Organization> business is transacted. They are informed of any changes made at the prior <Primary> meeting (if such changes would affect the <Secondary> members.) The <Primary> members may attend this meeting if they so choose. Most do not attend. To help in my explanation, here are three (3) excerpts from our bylaws: <Excerpt 1> NOMINATION AND ELECTION OF OFFICERS The nomination of officers will take place in September and October. The election of officers will take place in November and the installation of the new officers will take place in December of each year. The election shall be by secret ballot and majority vote of <Primary> Members present. <Excerpt 2> <SECONDARY> MEMBERSHIP DUES AND PRIVILEGES <Secondary> Members will be permitted to join the <Organization> by paying an initiation fee and dues. The amount of the initiation fee and dues are determined by the Governing Board. They may vote on social activities in the social quarters only. They must abide by <Organization> rules, Constitution, and By-laws. <Secondary> Members do not have equal privileges to <Primary> members. <Excerpt 3> When an officer of the <Organization> is absent for three consecutive regular meetings without being excused by the <Organization>, the President shall declare such office vacant and order an election to fill such vacancy. <End Bylaw Excerpts> (Please note: To excuse an officer from attendance, a vote would be taken at a <Primary> member meeting. The <Secondary> members would have NO input on this issue whatsoever.) And now – finally – the issue at hand: Regarding “Excerpt 3’ (above): A very small, yet vocal minority, has suggested that a vacancy spanning three meetings should be interpreted as “any” three meetings. Essentially, <Primary>, <Secondary>, <Primary> being the “three consecutive meetings”. I respectfully disagree. Since no actual business can be transacted at a <Secondary> meeting, I believe it is closer to a “Social Committee” meeting, or perhaps simply a “Social Event”. It does not constitute a “regular” meeting of the <Organization> It is my interpretation that the three consecutive meetings referred to, are the “Primary” meetings. As such, an officer would need to be absent for 3 consecutive <Primary> meetings (for all practical purposes, 3 months) for a vote to be required to fill the vacancy. So, the actual question: Is my interpretation correct? I thank you all in advance for your most valued opinions! Hal
  16. Guest

    Suspension of rules

    Our bylaws have a restriction of not accepting nominees on election night. On election night one more popular candidate became available. I made a motion that "the bylaw which excludes nominations on election night be suspended". The motion carried almost unanimously. Now a member is questioning the ability to temporary suspend this bylaw item. Did I do wrong? BTW, the candidate in question lost. And last year I attempted to delete that bylaw restriction, but it got lost in procedure.
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