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  1. The following administrative powers were (strangely) included in our 501c3's new/first Bylaws earlier this year. We are a public middle school PTO. Only the 5th/last of these seems reasonable to me. Policies -- Seek input and approval of school administration on all matters. Funding -- Fundraising efforts beyond dues must be approved by administration. Elections of Executive Committee -- Filling mid year vacancies requires administration approval. Special Meetings -- Administration may, on his/her own, call a special meeting. Treasurer Duties -- Draft the following year's budget with input from school administration The scope of administrative authority is so extensive, that the PTO's ability to operate as a separate 501c3 seems quite easily compromised. (I'd posted to this forum of our inability to fill our Treasurer role due to the admin approval requirement.) Undue influence could have partially been at play when the prior four PTO Mothers (officers last spring) knowingly signed these Bylaws into existence, with the administrative insertions "because he wouldn't have it any other way, and it's always how we have to operate anyway". (They are the first Bylaws for the organization, which was formed in 2016.) Could CT Statute Section 33 re nonprofit conflicts of interest be helpful to reign in administrative powers (possibly with the Executive Committee adopting conflicts of interest policies and procedures)? But it seems that we would be in a catch-22 yet again with administration approval required. Any suggestions please for what footing (from the above possibilities or others) to use in overturning the extensive administrative powers? Bylaws changes are needed of course, but how to implement this without being blocked by administration? The Bylaws Articles on Nonprofit Purposes and Powers are "clean", without administrative inclusion. However, the Policies Article includes: "This organization shall not seek to direct the administration of the school. To help ensure that the actions of this organization support the mission, vision, and direction of the school, this organization will seek the input and approval of the school's administration on all matters." Amendments to the Bylaws are stipulated normally within our Bylaws, including repeal as well, with two weeks notice and 2/3 vote of members. Only parents and teachers are members and can vote when in attendance. Administrators are not members and cannot vote. Could we move forward, seeking but without receiving, administrative approval, and have a member vote on updated Bylaws without the extensive administrative powers?
  2. Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with voting within Robert's Rules? (The 501c3 is a PTO of a public middle school.) (Don't even get me started on the additional inappropriate administrative powers that were also included in the Bylaws...) Thanks very much!
  3. Groups bylaws had not been circulated to members in maybe 8 years. Officer was elected and was not aware of the bylaws. Must they follow these bylaws? Since the group has plenty of money, she objects to paying dues, but still wants to vote. Thanks
  4. Is there a procedure for a member to file a grievance against a board member? Our Bylaws state that our meetings are ran according to Robert's Rules, but doesn't mention which version. The Bylaws don't state that our organization is governed by Robert's Rules. When I asked about the member filing her grievance, I was told it's in Robert's Rules. Our Bylaws state a grievance can be filed after the member has been suspended or revoked, not prior. Do Bylaws trump Robert's Rules? I am confused. Thanks for the help.
  5. Guest

    Bylaws and Elections

    I am a member of a national club. Our members are all over the US. Our Bylaws state that a nominating committee is to be formed and announce their nominations on or before August 1st. Individuals can then petition to be on the ballot by August 24th. The bylaws go on to state "SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter." What actions can be taken if the Board fails to have an election during the month of September? The next newsletter is due to be published the first week of October and that should have the results in it. It is September 17 and I do not see the Board pulling off a mailed ballot election by the end of the month.
  6. I'm on the Board of a Neighborhood Organization, and our current President is insisting on assembling a Nominating Committee by herself, when our Bylaws specifically state that a Nominating Committee is appointed by the Board of Directors, not the President alone. She will be bringing her Committee selection to a vote at the next Board meeting. Is there a procedure in Robert's Rules to stop a vote from coming to the floor when it is in violation of our Bylaws?
  7. I belong to an organization whose bylaws state that, “Chapter elections shall be by ballot…” Also, it states that 1) the nominating committee of 7 shall be elected during the regular chapter election or a special election if necessary; 2) “Elected members shall include a Nominating Committee Chair”; and 3) the committee members serve a 2-year term. Also note that the nominating committee chair serves on the board of directors. The nominating committee prepares the slate of candidates to the board. And any member of the nominating committee who becomes a candidate for election must resign from the committee. Question 1: Should the election of the nominating committee (and chair) be by ballot as well? Question 2: If the nominating committee prepares the slate of candidates to the Board, does that include the nominating committee chair (conflict)? Question 3: If a slate is to include the nominating committee chair, my interpretation is that, if a candidate is not elected as committee chair that DOES NOT mean that she is automatically considered and elected to the committee (unless also a candidate for the committee). And once the chair is elected, there will only be 6 available vacancies for the nominating committee during the election. Is that interpretation correct?
  8. Recently my student council ruled that the provision listed below was satisfied by an email sent to students the day the election nominations closed reminding students of the deadline. “If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” I don’t understand how a reminder email before nominations closed (which didn’t inform members that nominees were running unopposed) could satisfy this provision. I understand that the council is free to interpret their own bylaws but do they have an obligation to interpret them in a manner that upholds the intent of the provision? What is the intent of this provision if not to make it clear to members that nominees were running unopposed and make an all call for further nominations? 􏱁􏱙 􏱚􏱂􏱛 􏱅􏱍􏱑􏱘 􏱅􏱍􏰿 􏱏􏰿􏱀􏱁􏱅􏱍 􏱂􏱁 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏰿􏱄􏱙 􏰛􏱃􏰿 􏰙􏱃􏰓􏱂􏱀􏱙 􏰓􏱛􏰛􏰿􏱀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱛􏱎􏱀􏰛􏱃􏰿􏱀 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏱁􏱙 􏱁􏱂􏰾􏱏􏱑􏱘 􏱄􏰿􏱒􏱑􏰓􏱀􏰿􏱁 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱄􏰿 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀􏱜 􏰵􏱍 􏱂􏰛􏱁 􏱀􏰿􏱁􏱏􏱅􏱍􏱁􏰿􏱙 􏰛􏱃􏰿 􏰙􏱅􏱎􏱍􏱒􏱂􏱑 􏱒􏱑􏰓􏱂􏰾􏱁 􏱂􏰛 􏱛􏱎􏱑􏱛􏱂􏱑􏱑􏰿􏱄 􏱂􏰛􏱁 􏱅􏰴􏱑􏱂􏱔􏰓􏰛􏱂􏱅􏱍􏱁 􏰴􏱘 􏱚􏱁􏰿􏱍􏱄􏱂􏱍􏱔 􏰓 􏱀􏰿􏰾􏱂􏱍􏱄􏰿􏱀 􏰿􏰾􏰓􏱂􏱑 􏱀􏰿􏱔􏰓􏱀􏱄􏱂􏱍􏱔 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏰀
  9. THE TRAP IN RRONR-11's SAMPLE BYLAWS: Robert's Sample Bylaws contain a Trap! Article V, Section 1, states that "The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive, unless otherwise ordered by the Society" -- that is, the Society has the power to change the date of an individual regular meeting at need. (And, BTW, kudos to them for adding the word "inclusive"!) This is perfectly fine. BUT, the Trap comes in Section 2: "The regular meeting on the second Tuesday in April shall be known as the annual meeting, and shall..." Take note! By specifying an exact day ("second Tuesday in April"), this provision unwittingly removes the Society's power to alter the meeting date in the particular case of the annual meeting, because this provision requires that the annual meeting must be held on the second Tuesday in April! This has long been a pet peeve of mine! Excising a mere four words corrects this: "I hereby move to amend Article V, Section 2 of the Sample Bylaws, by striking out the words 'on the second Tuesday.' " That leaves us with, "The regular meeting in April shall be known as the annual meeting, and shall...," ...Which is perfectly fine, because the term "regular meeting" is already defined in Section 1. Better still, by not specifying any specific day for that "regular meeting," this wording preserves the Society's power, at need, to change the date even of the annual meeting. And, by the way -- it's much better to use "must" or "will," rather than "shall." --TheGrandRascal
  10. I'm the secretary for my organization, and I want to revise our constitution. We don't have a bylaws section, but we do have 6 or 7 amendments listed out at the end of the constitution. Our constitution hasn't really been updated in over 10 years, so a lot of it's contents are out of date. There's a lot of things I need to change to make the constitution reflect how my organization currently functions, so it seems like it would make more sense to write an updated constitution and have it ratified at a meeting instead of voting on multiple, specific amendments. The amendments sections of our constitution says that "This constitution shall be ratified by 2/3 vote of the active membership present and voting." My questions are: 1: Am I allowed to just change whatever I want and then pass my updated constitution with a 2/3 vote? 2: Most (or all) of the amendments are irrelevant at this point. If I make a revised constitution, can I not include the old amendments at the end of the document?
  11. Our bylaws state no less than 10, no more than 16 members. Currently we have 8 members. What do we do at our next board meeting? Do we cancel it, similar to if there weren't a quorum? Our city mayor makes the appointments to this board. She has not made these appointments a priority. If we cancel it, we don't accomplish anything, but maybe it would send a message to the mayor. Then again, she might not care. Suggestions?
  12. Constitution states: Minutes of all Executive Committee meetings, including teleconferences, shall be kept and promptly promulgated to the Association members within 30 days of the meeting. So if a vote is caried out in Executive Session, do the members have the right to see the passing of that vote in the promulgated minutes?
  13. I need some advice on how to go about creating temporary bylaws that would sunset after one year. In an effort to increase productivity some members of the board with the orgs staff have recommended a proposed change in the structure of the meetings. Some on the board have been resistent to change, so to get buy-in it was proposed that the board try out this change for one year with the changes expiring. At which time the board would again revisit the structure and either vote the changes as permanent or propose alteranate options. Can this be done? If so, how?
  14. Our organization will be taking the important step of amending our bylaws soon. Can the following bylaws amendment requirement of a "majority vote of [the society]" be interpreted unambiguously? "These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." [emphasis added] For context, the County Committee is the name of the full society these bylaws are for. Should "majority vote of the County Committee" be interpreted as requiring a majority of the entire membership voting in the affirmative at a meeting, or could it just be a simple majority of those present (and voting) as long as a quorum is present? I realize the latter is clearly warned against in RONR as too low a threshold for amending bylaws, but can this wording be interpreted unambiguously as defined by RONR?
  15. It's been stated from time to time in this forum that if an organization will not enforce its own bylaws, it has ceased to be an organization (or words to that effect). An example might be that the executive committee chooses to act on a matter that is clearly beyond the scope of its authority as listed in the bylaws. A point of order is made at a meeting of the board of directors and the board decides on appeal, that, even though the meaning of the bylaws is clear, the point of order is not well taken. Other examples could range from a runaway president or the membership choosing to adopt a deficit budget (by majority vote) when the bylaws forbid such actions. OK, so where does it say this organization has ceased to be an organization? And, is this an area where a little breach is not as bad as a major one? -Bob
  16. Our association has a "good name" clause in its bylaws and wants to add something to the effect that taking legal action against the club is incompatible with membership. Any thoughts on this or suggestions for language are appreciated.
  17. Greetings! I am looking to send some proposals to amend the bylaws for our organization. During the draft of the proposals, I noticed where it says 2/3 of the council is needed to approve amendments rather than 2/3 of those voting. Problem is, we have not seen 2/3 of the votes being cast in years past, and bylaw amendments have been declared passed with less than the required votes. Therefore, even with an overwhelming majority of votes, the bylaw amendments will fail. How do we move forward to get needed amendments passed when the voters are not voting? Thanks, Tom
  18. Hi, all. It's been a while. Question: For an ordinary society where a bylaws change requires previous notice, under what heading would the motion to amend the bylaws fall? My guess is General Orders, but I can't find a reference in RONR that makes this clear.
  19. The church I attend is governed by Robert's Rules of Order. It has come to my attention that the church committee responsible for investing money donated to the church in bequests has adopted "bylaws." It is my understanding of parliamentary procedure, that committees of an organization are not authorized to adopt "bylaws" but may adopt "guidelines or other operating policies and procedures" but just can't properly call them "bylaws." Please advise.
  20. Is it permissible to make a motion to waive a bylaw provision which limits the president to two consequetive terms? We have an exceptional president in place with no real candidates to fill the role and would like to offer him a third term (with two-thirds vote).
  21. The following amendment has been proposed to our organization's Bylaws Committee: "A resolution in writing signed by all Directors of the Association from time to time entitled to vote on that resolution shall be as valid as if the same had been passed at a meeting of the Board." I have to say that, on the face of it, this seems to me to run contrary to the whole concept of a "deliberative" assembly, if in fact deliberation becomes optional. Am I being paranoid, or would the above amendment be open to abuse? Louise
  22. Our organization is in the process of amending a number of items in the our existing Bylaws. The suggested amendments have been sent to our membership for review and voting. Two specific amendments are confusing by their wording. Is it possible to clarify the wording after the amendments and the ballots have been mailed? The improved wording will not change the meaning or intent of the proposed changes.
  23. Dear General Board, I am President of Student Council at my high school. I am in charge of writing the bylaws (for further presentation by our Executive Board) for our Student Council, which has for its entire history lacked a governing document or officers who wanted to draw up any governing documents. Because my classmates are not familiar with Robert's Rules of Order Newly Revised, they have little to no knowledge of parliamentary procedure, and the teachers overseeing Student Council don't seem to care. I am additionally faced with an Executive Board that is only interested in pie-in-the-sky events, fundraising to kingdom come, and self-promotion. To put it kindly, it would probably take them a year to effectively learn RONR. Notwithstanding, I have scoured Robert's Rules for Dummies and RONR for 3 years. Therefore, I have decided to bring order that the Student Council shall operate with a barebones system of procedure closely following RONR. My question relates to writing down the Object of Student Council. Upon reading Sec. 56, page 571, ll. 7-9, it explained that "...a two-thirds vote being required to allow the introduction of a motion that falls outside of the society's object." Does this mean that with 2/3rds support, a group could talk about anything it wants? At what point of the processing of a motion would this occur (proposal, seconding, debate, etc.)? COuld it be ruled by the Chair to be a dilatory motion or otherwise inappropriate? I don't recall reading about this in Robert's Rules for Dummies! I could really use some help. I think that, while it poses a possible risk to my group's fledgling organization, it should be included in the bylaws, because it could help Student Council avoid a dictatorial Chair in the future (I have 1 year left at my school). I have included a selection of the proposed bylaws where I think it would be appropriate. Here's the excerpt of the Bylaws in question (the big paragraph isn't the problem): 2. Object (1) The object of the Student Council shall be to provide a system of government that is representative and reflective of the students; to secure the inherent rights and dignity of students; to provide a means by which the will of students may become directives and goals for West Senior and the community; to establish justice for West Senior; to encourage the adoption of democratic values throughout West Senior; to support students’ endeavors that bolster the honor of West Senior; to ameliorate the social and physical character of West Senior; to demonstrate capable, responsible leadership for West Senior; and to be transparent, accountable, and respectful of the students of West Senior. (2) By a two-thirds vote, the Student Council may proceed on a subject which is not pursuant to the provisions of Section (1). Thanks for your help. John C. Oshei yixxxon@aol.com
  24. Guest

    Building a Quorum

    I am the vice chair of a county political party that just re-affiliated. We have standing bylaws from some time ago. The problem is, the current number of official members of the county party is less than the stated number required to comprise a quorum. It is currently stated as a whole number, not a percentage. My dilemma is this, since we don't even have the required number of members how can we legally amend the bylaws?
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