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  1. We are a 501-c-6, non for profit business organization. Our annual elections of officers and board are covered in the bylaws in great detail: Qualifications of candidates in May, elections voting etc. in an election general meeting in June, term starts July 1. The association is in turmoil, and consultants advised to scrap the annual election now in progress ,extend the term of the current administration to September, and hold the annual elections then. Proposed and seconded to 'suspend the rules', to scrap the current election process, extend the current board's term, a
  2. This question has to do with which bylaws to follow in a nonprofit with the following structure: a national organization, with regional/satellite offices, and each regional/satellite office with volunteer chapter(s). The regional office has its own set of bylaws which outline the running of its chapters. Chapters previously did not have Chapter bylaws, rather a Chapter Manual Guide (CMG). Recently, the regional office restructured the CMG to include bylaws, but kept these new bylaws under the the cover/title of CMG. Is this even a thing (as in, can there be bylaws at several
  3. I was recently reading bylaws that stated the following regarding QUORUM: "A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum." I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in
  4. Hello: I am on the board of a 100+ year old organization. We recently had a person who claims to be an RP tell us that under RONR 12th Ed., we are "not allowed" to have a constitution. We operate under a constitution and separate bylaws, with the constitution being harder to amend, and RONR The closest thing I could find in RONR (Section 2:8), says that it's now advisable practice to combine those separate documents into one - but nothing about it being required. (For what it's worth, we are incorporated in the State of New York). So, my question to the group is: is this "const
  5. 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
  6. 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 vot
  7. 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
  8. 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 c
  9. 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.
  10. 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?
  11. 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
  12. 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 c
  13. 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 sha
  14. We are an association of journalists. Our Bylaws detail how members should renew their active status, annually, by submitting proof of current published work ("clippings"). The bylaw says: ..".Submit six original clippings...from the preceding twelve months (July 1 through June 30)". A proposed change is to add the following language, not by going through the mandated bylaw change procedure, but by a simple motion: ..."and must be based on...press conferences ... occurring during the period starting January 1st prior to the qualifying fisca
  15. Hello, I am seeking guidance on a question related to Bylaw Amendments. Can an amendment be changed the day the members vote? Example: Member A: Submits an Amendment to change quorum to 2/3 Member B: Request to amend to 1/3. Would that be okay to do or are the members supposed to vote on original submissions only? Can you please reference any page numbers so I can read as well? Thank you for your help!
  16. Wow. I have been reading some of the discussions concerning bylaw changes. They are quite extensive. Here's my question. Our Post bylaws state we are to review and make changes to our bylaws annually in June. We have our elections in May, and our Department has its convention and elections in June. The Commander and some of our members agree that we need to change the annual review in our bylaws to something more manageable. I believe the bylaws should be reviewed as often as necessary or when numerous changes need to be made, and not wait for the annual requirement. There is too much going on
  17. My union is having its annual meeting at the end of Jan 2020. According to the constitution, members can propose bylaw changes 14 days before the annual meeting. Nine proposals were submitted, and the deadline has passed. However, the union leadership doesn’t really care for the amendments and are planning to have breakout sessions during the annual meeting to make changes to the member proposed bylaw amendments before they are officially voted on latter. Keep in mind that this is an annual meeting of the membership not a convention with elected delegates. Would the changes these breakout sess
  18. Guest

    Bylaw Violations

    Good morning, I need some advice on what to do when bylaws are being violated time and time again. Within the past three years, there has been a completed change in board members. What started with one bylaw falling to the wayside has now snowballed into seven or eight not being followed. I’m at a loss because I’ve addressed my concerns with those who preside over this organization and it has not been addressed with the current board. Would anyone be able to tell me what would be the next step or how to approach the circumstances at hand? Any and all help would be greatly appreciated
  19. I belong to a large charitable organization that follows RONR, as defined in their bylaws. However, each local chapter has their own additional bylaws that further define certain roles and responsibilities of the local officers. Local bylaws are also used to define certain things not defined by the main body. For instance, a section devoted to sending flowers to a sick member not to exceed a certain dollar amount. I'm working to revise the local bylaws and was wondering if there is a section or even a separate publication that deals with subordinate bodies?
  20. I have a situation where our bylaws require that a bylaw amendment requires that the board members be given 24 hours advance notice of the amendment prior to taking action on the issue, can the board vote set aside the 24 hour requirement?
  21. Our Board has gone through a dramatic few years since Hurricane Harvey, and we are heading into 2020 ready to break ground on a new building. The current president is completing his second term on the Board. According to our bylaws, he will be no longer on the Board beginning January 1, 2020. However, the current board president is advocating that he should remain on the Board for one more year as Immediate Past President. ( I have read other threads on this forum regarding whether or not to have an official IPP position on the Board. This may be something the Board needs to address.)
  22. I sit on the state rules committee of a major political party. Like many such organizations, our governing instrument reflects several generations worth of hard-fought and often artless political compromise which have left it a bit ragged or disjointed here and there. Recently we have been beset by a controversy over whether the following bylaws language implicitly deprives the chairs and vice chairs of our state standing committees of any right to cast votes in their committees: At its organizational meeting or in its next official meeting, each Congressional District Committee [of
  23. An organization requires all "resolutions" to be given 45 days advanced notice. Amending the bylaws requires 2/3 vote of all present and voting. They want to amend the bylaws striking the requirement for a reserve fund but have not given any notice. Is the amendment a resolution? Can notice be suspended? Is amending the bylaws a more specific form of 'resolution' and as such the requirement for 2/3 vote supersedes the more general notice required for 'resolutions'? TIA
  24. 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
  25. 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
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