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Found 214 results

  1. I would like to know the procedure to kill a motion that if passed and implimented would violate the existing bylaws. There would not be the option to amend the bylaws before the vote because the vote is being taken a at level that does not have the authority to change the bylaws.
  2. The secretary of a political organization Executive Board admits that she is not either a republican or a democrat, yet is an acting board member and as such is allowed to vote on sensitive matters. I'm fairly new to this organization but it appears to me that if you sit on the board, you should at least believe in the cause. Not only is she on the Executive Board (which is a volunteer position), but she is a paid employee of the organization as well. Does Robert's Rules of Order address this? Should bylaws be amended to state that if you are a member of this group that you believe in the platform?
  3. We have a number of non-voting members who pay more dues for the privilege of not being required to work but can neither vote nor hold office nor sit on a standing committee. An executive board member is requiring them all to be notified of the proposed bylaw changes because she has more support with them for the change. She also insists that they be a part of the discussion at the meeting where this will be brought up. Is this a good idea? She has been bullying the members on this issue and this seems like one more bullying tactic to me.
  4. We have a number of non-voting members who pay more dues for the privilege of not being required to work but can neither vote nor hold office nor sit on a standing committee. An executive board member is requiring them all to be notified of the proposed bylaw changes because she has more support with them for the change. She also insists that they be a part of the discussion at the meeting where this will be brought up. Is this a good idea? She has been bullying the members on this issue and this seems like one more bullying tactic to me.
  5. Hi, Can we put policies like a no-pet policy in our bylaws? From Robert:"contains its own basic rules that relate to itself as an organization, except for what must be included in the corporate charter of an incorporated society." 1. it is not required in our corporate charter 2. there is no statute requiring or forbidding this 3. the bylaws are our highest governing document 4. our board sets policies 5. we want this policy in a document controlled by the members, not just the board 6. a no-pet policy seems like a basic rule that relates to us as an organization 7. this isn't something I've seen in standard bylaws Opinions please? Thank you
  6. Guest

    New Bylaws

    When new bylaws are voted upon and passed, when do they take effect? immediately or at the close of the business session?
  7. Our state level organization (nonprofit) has their yearly conference soon. At this conference we hold elections, revise bylaws, and do official business. Along with our bylaws, our state board also has a policy and procedure document they use as a supplemental guide to give more detail of position responsibilities, expectations, etc. It also includes more detail than the bylaws for removal of office, and other disciplinary info. My questions are: 1. If there is a revision proposed to this policy manual, is it a majority vote or 2/3 vote to change? 2. If there is a policy voted on and put into place by the state board and it directly conflicts the bylaws (and was made retroactive by several months!), what options do the conference attendees have to counteract this? I am aware of the hierarchy of documents, but how would you address this from the floor? 3. If a former board member is directly affected by a revised policy, but that policy directly conflicts with the bylaws, isn't that a violation of member rights? Thank you for the assistance!
  8. The yearly convention of a large volunteer nonprofit organization recently held their elections for state officers. There was a nomination from the floor for a previous board member to run for office (contest election). According to the state bylaws, this person fulfilled the duties as a previous state board member to run for office. Her motion to run was denied based on a Policy the state board adopted to their P & P just before convention that board members that have resigned are prohibited from serving on the state board for 5 years. This policy was put in place after resignations were accepted, and was made retroactive 20 months back to the beginning of that term of office. If you wanted to push and fight this (since's its obviously illegal in so many ways), what Motion or Procedure would be the best per RROR? She tried Appeal the Decision of the Chair, but the Certified Parliamentarian illegally dismissed her motion after debate and the membership was denied their right to vote.
  9. I need some clarification on types of amendments we can make from the floor, without prior notice, when debating a revision of our bylaws. 1. The revision proposes changing the terms of office from two years to only one year. Can we move to change it back to two years? This is a lesser change, actually no change at all from the previous constitution. Therefore, I think we can do this. 2. The revision contains a slightly changed provision from our existing constitution that would allow 10 chapter presidents to call for a special meeting of the Board of Directors to recall an officer and another provision that a vote of 3/5 would be required to recall.the officer. a) If we had time to give notice, could we have proposed an amendment to require a larger number of chapter presidents and/or added a requirement that they had to represent a certain percentage of total membership? if we missed the deadline for giving notice (two weeks in advance), my reading of Robert's rules would appear to indicate that we couldn't do this because it would exceed the scope of the original notice calling for a greater change. Is this correct? c) Also, could we propose a change from 3/5 to 2/3? We probably could have done so with notice but probably not without? thanks.
  10. Guest

    Bylaws Revision

    Our annual meeting is in mid June(17-18 this year). I have two sets of questions which I will put into separate emails. There was a bylaws revision committee (not a standing committee) appointed at the last annual meeting to revise the bylaws to report at this annual meeting. The revision they proposed has many objectionable provisions because it proposes very large changes in governance among many other issues. There were so many objections to Bylaws I, that changes were made and a second Bylaws II has been proposed. These two documents have different requirements for running for the executive committee from the current constitution. So the nominating committee will be presenting three different slates of candidates (current, Bylaws I, Bylaws II). In our current constitution, executive committee members were elected at-large. There are categories that they would have to be eligible for in order to keep a balance of different groups on the board, but there are no other requirements other than that they are members of the association. In addition to new requirements for running for executive committee, the bylaws revision creates an entirely new system for electing executive committee members, requiring several steps, call for nominations on a regional basis, each of the three regions determining their own method of selection of nominees, and a regional meeting to elect the regional executive committee members. Since the bylaws committee report is before the elections, they claim that a vote on which of the Bylaws to consider can first be taken, and whichever one passes,(if either) that will determine the slate voted on, even though none of the proposed steps leading up to election of regional executive board members have been taken. They are using Robert's Rules that bylaws amendments become effective immediately, although our current constitution says July lst, and their own revisions both say that bylaw amendments shall become effective immediately upon final adjournment of the annual meeting. There is a proviso in both Bylaws I and Bylaws II (the proviso apparently doesn't get voted on) that says that regional directors shall be conducted in the current bylaws (meaning at large) and not as described in the proposed revision, but that it will only be for a one year term. In other words they are choosing which provisions to implement immediately and which not We strongly object to this. We think that candidates should be selected based on the requirements in the existing constitution this time and wait to use the new system until it can be fully implemented. Can we move that the election is to proceed under the terms of the existing constitution? Would this be a motion saying we move to delete "effective immediately?" or put in effective at the end of the meeting or July lst? Thanks.
  11. Guest

    Editing By Laws

    1) Does a 501©(3) Non Profit need to hire an attorney to edit their bylaws? Many of our organization want to edit our bylaws, but some of the members that have been around for a long time state that we need an attorney to draft our changes in order for them to be legal and what they don't want to pay for it to be edited so the same bylaws are in place. I do not believe this to be true, i thought that our bylaws are written for the organization by the organization with the organizations needs in mind. Please assist with this. 2) Guidance with 501©(3) organizations, Does anyone have any experience with these? We need clear funding guidance on where and how our money we raised can be spent. I have read the statute and it says "not one party can benefit from the funds." What does not one party REALLY mean? not one group? or a group of the party? I believe that the funds need to be distributed IAW the bylaws but the bylaws do not specifically state how the funds are spent (hence the reason for wanting to edit our bylaws).
  12. Our current Bylaws state "these bylaws may be amended at any regular meeting of the Corporation membership by a two thirds vote of the Active Members present and voting, provided the amendment has been submitted in writing at the previous regular meeting and published in the Newsletter at least two weeks prior to the meeting at which the vote is to be taken." Question of interpretation - I need some advice quickly. We have distributed a substantial Bylaws revision to our membership and scheduled a Special Meeting to vote on adoption. Two week prior notice has been met and a Q&A process brought up several possible amendments; the Q&A document was sent back out to all members. At the Special Meeting, we would like to "Consider by Paragraph (Seriatim)". Assuming that some changes are made during this process of reading section by section, and we open it up at the end for any final amendment motions, are we then allowed to then "Consider the document as a whole" and take a vote to adopt at the same meeting? Quorum is "active members present and voting" and two thirds is required to pass. Or are we required to re-distribute the amended proposal for an additional two-week notice? Thank you.
  13. Guest

    President bullying

    Hi We have a President that received the Officer Position by default and is basically just bullying the senators, every time the senate votes on something he does not want he veto the motion All year "term" he has not been in compliance with Robert rules or the constitution and now wants to quote "it is a fundamental principle of from edition 11 pg 423 How can we go about handling this if he wants to pick and choose what is
  14. Our state level nonprofit youth sports organization has a set of bylaws that was required to join the national organization. They are not stellar, but workable. It is currently set up with the membership having the most authority, but unfortunately the members do not understand it and the BOD go out of their way to exclude them. The BOD have taken it upon themselves to allow one BM to completely re-write the entire Constitution and Bylaws from beginning to end. No input was allowed from any of the members. The current bylaws do not have an amendment procedure in them but, in all honesty, the BOD only follows the Robert's Rules that they want to and there is no parlimentarian (that might be obvious). They want the membership to vote on amending the bylaws as one whole document with no real time for discussion and 1 month before the General Membership meeting. If I understand correctly, because there is no amendment provision then it would be a majority of qualified members to pass. However, doesn't each provision need to be discussed and voted on individually? And is the BOD allowed to completely rewrite the bylaws? Thank you for your thoughts, Erica
  15. The bylaws state - The Vice President shall serve as the Educational Project Committee Chairman. Nothing is said about additional committee members being nominated at the beginning of the fiscal year. When the VP pulls the committee together with other members - do we need to do a motion to accept these committee members? This committee is not listed under the Article stipulating the standing committees which is appointed by the President and then a motion is made to accept these members. Thank You, Rita
  16. We have standing committees listed in our bylaws. Each new year the President names members to these. Do then we need to present this at the first meeting as a motion to accept the new members of each of these committees? What would be the best wording? Thank You
  17. I am seeking guidance on proper procedure for RR on voting on a bylaws change at the business meeting. I have heard several ways to do it. We have followed our bylaws procedure up to this point for amendments and know the quorum etc. we need at the meeting to pass. We have also done a webinar discussing sections of the bylaws the committees has slated to change for feedback already and they have made some adjustments based on that feedback. So we are looking for the formal procedure that needs to be followed at the business meeting. This is one process I have heard about...Send the proposed bylaws out to the membership (by the specified time in bylaws for amendments). In this notice you would request questions/comments that would be addressed at the business meeting, noting that only those submitted in writing ahead of time will be considered for discussion. There is a deadline to submit this feedback. Then the bylaws amendment is placed on the agenda at the business meeting, the committee has put the revision forth as a motion, requests a 2nd, reviews the questions/comments they received, and calls for a vote. The push back I have heard on this is regarding open discussion on the motion...can you clarify if this is a proper procedure or not. If you have any suggestions on the proper way to present this motion can take the vote etc. I would appreciate it. Also there is question about if one person doesn't like one section that has been changed can there be an amendment to the motion and accept everything but that change? There is concern that all the work will be for nothing if it is an all or nothing approval. Thanks for your help!!
  18. Happy (belated) New Year! Our Board of Directors has adopted a resolution "provisionally" amending the bylaws "pending legal advice as to clarification of the wording." There is nothing in the existing bylaws that allows for such a measure. Does this signify anything other than acceptance in principle?
  19. Our organization will be considering a revision to its bylaws. The proposal will be considered by sections pursuant to Section 28 of RONR. If an amendment is proposed to one of the sections that includes some minor changes to other sections, should it be deferred to the end, regardless of how minor the changes to the other sections are? In other words, must an amendment apply only to the section under consideration?
  20. The name of an ex officio member of my association's Nominating Committee has been submitted to the committee for consideration for an office outside the association (the association elects some members of that outside, but related board). Our bylaws state: Ex officio members may attend and participate in meetings of the Alumni Council and its committees, but they shall not vote nor be counted toward a quorum.During their appointed terms on that committee, members of the Nominating Committee may not be nominated for any office being nominated by said committee, nor may they be nominated for any office by any member of the Nominating Committee in open nominations.Does the second bullet apply to ex officio members, or can they still be nominated for office?
  21. In December our 501©3 brought to the membership a proposed revision of bylaws. The bylaw committee revised the term limits for directors from 2 years to 3 years. The board voted unanimously to accept the new term limit language and the board followed the 60 day notice and posting of the proposed revisions to all members adding "the revised bylaws if passed will take effect immediately." At a duly called special meeting of the membership the revised bylaws passed and the president stated the revised bylaws take effect immediately. The board now has some directors arguing (what else is new) that perhaps the revised bylaws should take effect at the annual meeting in February instead of immediately, and those termed directors should not be allowed an addition 1 year term. My position on this, and I am requesting your interpretation, please, is that once the notice of the three year term was posted, voted on by the membership, and stated by the president that the revised bylaws take effect immediately, the termed directors are granted an additional year term, as well as those directors with remaining terms by granted an additional year. Thank you for your responses and I am requesting that I may show your responses to those board directors.
  22. Can an association put in its bylaws that the Executive Committee appoints members of standing committees?
  23. I am looking for some help in a quite complicated matter. The President of our club and a couple of other members have taken it upon themselves to do a total revision of our bylaws, which they now want to put before the general membership. As a Trustee on the Board of Directors, I, and several other board members, feel that this revision has been done in violation to our current bylaws, and should not be considered at all. Our bylaws state that “The rules contained in the current edition of RROO, NR” shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt.” This is where it gets sticky: Our bylaws state: “The Parliamentarian shall serve as the chair of the bylaws committee.” In this case, he was present at fewer than half of the meetings of the bylaws committee, in part because he just wasn’t available, and also because the President decided to split the committee into “guys and girls” factions and hold separate meetings. Bylaws committee composition: “Shall consist of at least 5 members including the parliamentarian, who shall serve as chair.” Most of the meetings were held with only 2 or 3 members present, and other members who expressed interest in being on the committee were not informed of when and where the meetings were being held. At least one member who started on the committee was later excluded from meetings, even though he repeatedly asked when and where the meetings were. The Parliamentarian was only invited to the "guys" meetings. Amendments: Our bylaws state: “Proposed changes to the bylaws shall be submitted to the bylaws committee.” No one from the general membership requested a total revision, or any revision at all, of our current bylaws. When questioned about this, the President stated that SHE requested the total revision, and that SHE IS a part of the general membership. Is this so? If she is President, is she still part of the general membership? So, would this bylaws revision by valid, or in fact in violation of our current bylaws? Thank you for any help and insight into this matter.
  24. Our organization has bylaws but they have no provisions for expelling members. They do have provisions for removing Board Members. They had me sign a code of conduct document. Can they expel me if I violated the code of conduct which is not mentioned in the bylaws.
  25. Our Bylaws allow only the Board of Directors to make amendments. However, the amended bylaw must be circulated by the Board of Directors at least 30 days prior to the next general meeting of the membership at which time it may be confirmed, amended or rejected. The Board of Directors intends to amend the bylaw by substitution of an Article. Instead of defeating the amendment outright, our member group (a faction greater than 1/3 of the membership) would like to propose its own substitute amendment (in effect, an entirely different amendment). Can we propose, with notice, a member resolution of a subsidiary amendment by substitution to avoid running afoul of RONR p. 593 ll. 9-14? (There is a shorter notice period for member resolutions).
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