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  1. We are a chartered regional constituent association of a state association. We each have a set of bylaws. The bylaws of our association state that we are obligated to comply with the bylaws of the state association and that our bylaws will not be in conflict with the state association's bylaws. The state association has adopted procedures that complement bylaws by providing details not outlined there. Together, the bylaws and procedures provide for the authority and administration of the affairs of the state association. Recently a procedure was presented for adoption to the board of the
  2. I'm not sure if I have a question or just desire some commiserating... Does anybody know what "Consensus" or "Modified Consensus" would be as a Parliamentary Authority? "All TOLIS activities and organization shall be run though consensus. Training in consensus building and running meetings with consensus management will be provided as the TOLIS board deems needed and will be a part of all the leadership trainings developed. A modified form of consensus meeting management will be used with the caveat that if consensus is not able to be reached (with people in disagreement
  3. A motion was made,seconded, voted on and passed by the board members of our organization. The motion was to replace a paragraph currently reading "blah,blah" with a paragraph reading "this blah,blah" in our bylaws. The new paragraph deletes very few of the words, adds 2 beginning sentences, and reorganizes the paragraph so that it is better ordered and does not jump around. It was sent to be published in our newsletter so that it can be voted on by the membership at our next meeting. Now a member says it must be broken down into a number of motions itemizing remove this and add this. Can't a
  4. Can a motion be made to suspend (or place a "hold") the constitution and bylaws of a Student Government Association? We generally don't meet quorum (we're working on that), but say we do, if it's absolutely necessary for this motion to be put in place, is it possible? How can I word that? I'll be trying to find as much information as I can before the General Assembly Meeting this next Wednesday.
  5. My Volunteer Fire Department has finally formed a by laws revision committee. This will hopefully solve a few problems with our current by laws including the fact that nobody has a complete current copy. However the way the committee has been appointed and is operating is raising some questions. 1) The President (who appoints all committees unless otherwise specified) has appointed himself to this committee and is acting as chairman. In most other associations I have been in the President can't serve on committees because he has oversight of those committees. None of the available bylaws
  6. Guest

    Charter over Bylaws

    In a small-ish professional society of around 200 members, we have a Certificate of Incorporation (Charter), Bylaws and Standing Rules. The Charter says that, "Bylaws governing the classes of admission of members, the amount of initiation fee and periodic dues, the rules and regulations to be observed, the qualifications for voting, the resignation or expulsion of members, the election, powers, and duties of officers and a general governing body, and all other matters and things usually contained in corporate bylaws may from time to time be adopted, amended, or repealed by the affirmative vote
  7. Good day all. I have a question. In our bylaws it specifically states that anyone running for an elected office must have been a member for one year, and attended 7 general membership meetings during the previous year. Now, here's the kcicker. One person submitted their "Membership Application" 5 months ago and has only attended 4 meetings. This person submitted his "Letter of Intent" to run for an elected postion October 2018. A couple of individuals on our Board intend to try and have those provisions of our bylaws, the Election Eligibility Requirements, (stated above) "temporarily suspende
  8. More than 90% of the members of a small organization attend each meeting. Bylaws appear to be a combination typical bylaw provisions, special rules of order, and standing rules; and bylaws allow majority of the entire membership to suspend any bylaw provision. It appears that suspension of previous notice for amendments could not occur if any member is absent, but would any other limitation apply? Can an organization actually suspend a rule that is fundamental principle of parliamentary law?
  9. In our organization, the bylaws don't mention committees at all. We simply meet yearly to elect the Executive Board. Can the Executive Board establish standing committees and boards—with standing authority to act on certain matters without specific instructions—that report to it? It is my understanding that such standing committees and boards would need to be in the Executive Board's special rules of order, per page 578.
  10. Guest

    Bylaw change

    Hello - We are doing a simple change to the by-laws of a nonprofit association - increasing the board size number. Nothing else. Do we add an amendment or can we just rewrite that one section and change number of board members from 10 to 12?
  11. Our bylaws state, “Voting by proxy and/or absentee ballot is prohibited.” And— “ARTICLE XV: AMENDMENTS These PTA bylaws may be amended by a two-thirds (%) vote of the members present and voting, a quorum having been met, at any general membership meeting, provided that these requirements have been complied with” Can the executive board and membership vote on bylaws amendments via email?
  12. Good day all. There is a definite conflict in our bylaws when it comes to elections. In short that section of our bylaws calls for one "Class" of member (Retired) to be able to cast two votes (during the same election for one of the Boards 9 seats, for a "Retired" member), and the other "Class" of member (Active) may only cast a vote for one of the remaining 8 seats, but may not vote for the "Retirees" seat. I was made aware, from my previous post, that under Robert's Rules, there is only one kind of member and that member has but one vote. And that RONR 588 – 591 #2 reads: “When a provision
  13. Our board has revised our constitution and bylaws. They have given the proper amount of notice, as required. The reason for the revision is that the board wishes every member to sign, on a yearly basis, four different documents to maintain "member in good standing status", in addition to paying dues. They did this because it was pointed out to them that standing depends only on whether or not dues have been paid (as is stated in the current bylaws), and since the relevant documents were not listed in the bylaws, this created a conflict with the bylaws taking precedence. The four documents
  14. Good day. I have a couple of questions regarding our associations bylaws and upcoming Board election. We have 3 categories of members: 1. Regular (includes active and retired members), 2. Associate and 3. Honorary. Our bylaws state (in part)" Regular members are both active and retired members..." An addendum was added to the bylaws (still questionable as to how) creating a 4th membership class, "Retired Member", that states "one Board seat shall be for a retired member, and shall be elected by retired members"... Just a quick background, originally the reference to "Retired member" was for me
  15. In its bylaws a nonprofit has chosen Robert's Rules for parliamentary procedure. A vacancy has occurred in the position of Chair. The bylaws state that the vacancy shall be automatically filled by the sitting Vice Chair. Now a majority of the directors are ignoring the bylaw succession provision and are attempting to hold an election to fill the vacancy citing Robert's Rules as their authority. I was the Vice Chair and upon the resignation of the Chair I sent notice to the directors that pursuant to the bylaws I was the new Chair. I believe that Robert's does not apply and that the bylaw
  16. Our group is having a difference of opinion about our bylaws language. Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws. "Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meet
  17. Guest

    Overriding Bylaws

    Our bylaws state a process for assigning the roll of the president. It does not state what to do if the president cannot fulfill there role. Can we override the bylaws by a vote of the board?
  18. Guest

    amendments to bylaws

    A motion was made at a meeting of the entire assembly to amend the bylaws and passed. Later it was discovered that the bylaws state that any amendment must be discussed and voted on by the executive board and due notice (10 days) be given before the assembly meeting before an amendment can be voted on. Was the amendment proper and does it stand?
  19. Our organization has a main organization, and several sub-divisions - not committeees, but divisions having their own meetings and programs. We would like to re-order our current bylaws by inserting a new article for these sub-divisions. The article would contain all sections pertaining the sub-divisions; where a section refers to both the main organization AND the subdivisions, the section would be copied into the new article on the subdivisons, while still remaining in the main organization. No sections would be added, and none deleted. Can we do this by a simple proviso, similar to one
  20. A few years ago our organization voted to establish a series of special funds for specific purposes. They all require a vote of the membership to use those monies for a purpose different from the purpose for which they were designated. At the same time we voted that two of these funds should require a two-thirds majority to withdraw or reallocate funds for any purpose. It was specified in the adopted Standards and Practices that day that an amendment to the bylaws would be required. In the years since, the bylaws have not been amended. Our bylaws state: The latest edition o
  21. We are building a new organization after the official dissolution of our previous group. We (the previous Org Board) have developed new bylaws and are presenting for vote of members in the new organization at a Conference in the summer. We want to request the members to vote on the new Bylaws as a whole entity without any amendments being made at this Conference. We would like proposed amendments to be considered by the members and groups though out the new fiscal year and to be presented and considered at the 1st Annual Conference of the new Organization in 2019. Can this be done? How?
  22. Hi everyone, Here is the situation I am in need of help untangling: I am part of an organization undergoing a full bylaws revision (I am a member of the Rules Committee that’s tasked with the job) and some of the most extensive changes are related to how our committees function under our proposed bylaws. Specifically a couple committees are having their composition changed significantly (going from a membership that is determined by election to a specific office to a more general appointment in one case and diversifying who appoints to the committee as well as adding members in the o
  23. Article VI of the By Laws for my incorporated Homeowners Association, "Parliamentary Authority," is missing the "not" found in the RONR model - "The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Association in all cases in which they are inconsistent with these Bylaws or those of the Articles of Incorporation." (emphasis added) ... i.e., versus the more logical model, "in which they are not inconsistent" (emphasis again added) At the very least, this seems to set up an endless loop with respect to parliamentar
  24. My volunteer organization operates off of a written constitution and bylaw book. I have a question which breaks down into several parts, all around the authority of the President. Our books clearly outline the responsibilities and duties of all officers and members. We have stipulations for membership which directly relate to benefits after a certain time period, basically if you do your duties for the required amount of time you’ll have less requirements after 7 years and then again after 10 years. Should you not perform your required duties, you suffer a loss of credited time which wil
  25. Our bylaws contain this paragraph: The problem is that "Caucuses" should have been "Caucuses and Clubs", but it was left out of the bylaws during a recent amendment. We're working on getting it put back in. In the meantime, though, I've received this question (as chair of the Bylaws Committee): "If the Steering Committee would agree to allow the club presidents to vote until we change the Bylaws, do you see any obstacles to that?" I know that allowing those who are not members of the assembly to vote is prohibited, but how does it apply to the committee specifically? Everyone
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