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  1. Guest


    Large organization with constitution has four departments each with bylaws. One of these departments divides for functional reasons-too unwieldly to govern as it had grown exponentially but this department still has some functionality that must be under one umbrella. Two departments emerge with bylaws. In reality they perhaps either need one set of bylaws with addendums or perhaps these two need a constitution with separate bylaws? any thoughts? further in the two new departments there needs to be a clause describing porportional voting such that one is still much larger and by numbe
  2. The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year. Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws? If so, how do you refill positions without the organization ceasing to exist?
  3. Our social club has had a pretty rough start to the new year. Our bylaws state the Executive Board must have a quorum of 5 to vote and in order to have our general meeting you must have 4 board members to open the meeting. Our VP resigned two weeks ago and our Past President resigned last week. Last night our newly elected President wanted to appoint a new Parliamentarian, VP and Past President, just before the board meeting, we had another executive board member resign (Sergent of Arms ), leaving them with 4 executive board members- no quorum-no votes. Just before the general meeting, a
  4. I'm working on a bylaws revision. One of the items regards the terms of officers. What has traditionally happened is that at the annual convention, the elections for officers are held. The new officers do not take office immediately, but instead take office at the adjournment of that annual convention. Technically, this means that there is a "lame duck" period, but it's usually just for an hour or two. It also means the presiding officer does not change midway through the convention. I am trying to incorporate that custom into the bylaws. What I've tentatively written is this: C
  5. If an organization has this scenario: (1) The existing Constitution/Bylaws provision regarding notice for Constitution/Bylaw amendments are a bit inconsistent and perhaps open to differing interpretations; (2) The Constitution & Bylaws Committee proposes a complete revision of the Bylaws (replacing both the existing Constitution & Bylaws with one new document, a set of Bylaws), which is then adopted by the assembly; (3) The new Bylaws specify that a one-month notice will be given to members regarding proposed Bylaw amendments, and all proposed Bylaw amendments must be su
  6. If an assembly is considering a revision to the bylaws, and we are considering it by paragraph, is it acceptable/appropriate to ask for unanimous consent on some sections that are simple and likely uncontroversial? (e.g. the name of the group, the clause re: parliamentary authority, etc.) I don't think it should be used for anything complex, and I also don't think it should be used if there is ANY debate at all on the issue (other than the initial person from the committee speaking in favor of the section). But for the simple and basic things, it could help us save some time. I
  7. Hi all, I am part of a committee that is working on some major changes to my organization's primary and secondary documents. We are planning to (mostly) merge the two documents together, and also create some other secondary documents. The way we are planning to do this is to take the existing Bylaws (the current secondary document) and redistribute its language into other documents. Much of the language will be placed in the Constitution, some of it will become Special Rules of Order, and perhaps a small portion will become Standing Rules. The Constitution of the organization will th
  8. Given the current political climate, the question of procedures for handling accusations of sexual harassment within our group has come up. (It should be noted that the discussion is hypothetical at this point, as nobody has been accused.) As I understand our bylaws, they only contain explicit discipline requirements for violations of the loyalty oath and for excessive absences from meetings. If (again, hypothetically speaking) we had a member who had sexually harassed someone else, can we specify that as a charge for a trial, or is the lack of a cover-all "members shall not do stuff
  9. I'm working on several amendments to the bylaws of an organization I belong to. Some of these amendments involve either striking sections or introducing new sections. Of course, this will require renumbering of sections. So, there are some questions: Would it be overstepping bounds to include a form of the verbiage from p. 599? Would this let us renumber and fix references in one fell swoop? (Assuming that the former would be overstepping: ) If I move to change the numbering of the remainder of the sections, do I need to explicitly list all of the numbers that
  10. Guest

    election dates

    If the byLaws require an election in January, can the Board vote to move it to March?
  11. Our association elects a new Vice President every year in late spring for a one year term. He/She then automatically elevates to the position of President the following year. The current VP is thinking of taking a job beginning Fall 2018 that would preclude his ongoing membership in the Association, which means he would also not be able to serve as President next year. Under our Bylaws, any vacancy in an elected position can be filled by President, with the approval of the Executive Board. There are no provisions for special elections, and we have never had a President who was not Vi
  12. I am VP of a local organization. Our purpose is to raise funds for a fire department. At the last quarterly membership meeting the President read aloud a contract he signed giving away ownership of our only 3 buildings. He did not fully read the contract. Many yaddah yaddah yaddahs. This came as a surprise to myself and the Secretary. Previously we had been approached by another organization for them to take ownership of our 3 buildings while we still owned and operated everything inside. The board decided to have the corporation vote on going forward with negotiations. Really shouldn’
  13. I'm on the board of a non profit with bylaws that don't address the process for amending them. There's an immediate to amend one of the bylaws within the next 12 days. It's my understanding that if we have an isolated bylaw change we can handle it as we would a motion to" Amend Something Previously Adopted." Since timing is critical and there isn't time to send a notice it would take a 2/3rd vote to pass the change. I expect push back and wanted validation on this plan.
  14. In the organization that I am a part of, we have a section of our bylaws that state the qualifications to hold/be nominated for a certain position. In these qualifications it references an outside guideline that our organization chose to adopt many years ago. It recently was brought up that there were several folks in these positions that did not meet the qualifications to hold/be nominated for that position because a certain qualification was supposedly stated in this outside guidelines however it was not specifically stated in the language of our bylaws. Recently it was enfor
  15. I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. In addition, our bylaws state that the headmaster shall serve as an ex-officio member of all committees. We have recently received a recommendation from one of our accrediting bodies that that the headmaster should serve as a non-voting ex-officio member of the board. 1 - Is it best practice (or acceptable) to limit voting rights of an ex-offic
  16. I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. Our bylaws refer to the bylaws of the church. Is this an acceptable practice? Should the bylaws of the church always be included as an attachment to our bylaws? Or do we have to include the relevant parts of the church's bylaws within our bylaws? We receive a critique of our bylaws stating that the reference to the church's bylaws "compromises
  17. We have elected a new board of ed representative. At the evening vote there were 2 candidates. After the vote the winner said he would like to propose that we ad a co representative so they can both be on the board. My question is not if it is a good idea, but once the motion to change the bylaws passes do we have to wait for the next meeting to vote in the other candidate?
  18. Our bylaws clearly state requirements of eligibility to run for an office, a member nominated themselves off the floor, after nominations closed, it was discovered that the member does not meet the requirements as spelled out in our by-laws, they are now claiming that RONR supercedes our bylaws and since the nominations were closed there was nothing we could do. Also the individual involved is the chair for the nominations committee and knew they were not eligible and nominated themselves anyway. Thoughts and opinions please.
  19. I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving a
  20. This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chim
  21. Is it possible to make needed corrections of grammatical errors in the Bylaws without having each correction voted on by 2/3 majority? Is it even necessary for these corrections to be voted on at all if the underlying meaning of the Bylaw is not altered?
  22. My college's student government has in its bylaws an attendance policy for its members, with the penalty of automatic expulsion for being absent too often. I think it may contradict our constitution's minimum vote threshold for expelling a member, though. Can someone look at this language and tell me whether our attendance policy violates our constitution? (We have adopted Robert's Rules of Order as our parliamentary authority for meetings.) Our constitution says that the Federation can "[d]iscipline and/or remove officers or representatives with justified cause. This shall require a 2
  23. Guest

    Bylaws Numbering

    I am working with an organization who is seeking to make some changes to their bylaws. One issue I am wondering about is whether it is alright to change article numbering. The reason being that they are seeking to add a new article to the bylaws. For the readability and general flow it makes the most sense to add this article in the middle of the bylaws. However, that would offset the sequence of article numbers for everything after that. The reason that this matters is an article at the very end which specifies that some sections may not be amended and lists them by article number. So if the
  24. Hello, In an organization I'm in, the following irregularities occurred while voting on an elected position in a small meeting. 1. A candidate, like others, had left the room while discussion was taking place. When he returned, he was notified of the result of the discussion. The candidate, apparently under the impression that the result was final and that voting did not yet take place, asked why the result was as such, as he was not preferred. Despite the chair of the meeting announcing that voting is to take place, and after a short discussion, he made a short pitch on how he quali
  25. Hello everyone, I apologize for the convoluted situation I am about to describe. My university recently held an election for student body president. During this election there were violations of the election bylaws by numerous candidates. As a penalty, votes were subtracted from their vote totals. These subtracts completely changed the outcome of the election. It seems to me that these rules in the bylaws are illegal. Student senate has already confirmed the election results. Essentially, I am wondering if the confirmation vote by student senate can be retracted and if Roberts rule
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