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  1. I belong to a 501c3 organization that currently allows membership to spouses of officers and civilian equivalents. This is stated in our constitution and bylaws. Our president recently sent out an URGENT email stating that the Board of Governors had passed a motion "I move that the club be open to all ranks." The email further stated that she intended the membership to vote on this issue at the next general membership meeting in less than two weeks. No further information was provided on how the constitution would be rewritten to incorporate this motion. Our current C&B states the following requirement for amendment: "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event." From my reading of Robert's, this is an improper motion because it conflicts with our C&B and any vote on it would be null and void. Further, that is in violation of the requirement for advance notice, and also does not adequately address proposed constitution changes. When I addressed my concerns to the president, I received the following response: "The vote will establish precedence for amending the constitution and bylaws. If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes." Am I correct in my assessment of the president's email notification? Further, if the Board of Governors and President go forward with this vote, what, if any recourse do I have as a member? Thanks
  2. I am looking for references in Roberts rules that would address this question. A member of our church suggested that our church bylaw was subordinate to Roberts’s rules of order since it is referenced as our parliamentary authority in our bylaws. The point was raised in order to block an attempt to amend our bylaws. Our bylaw only requires a majority vote of the members present at any regular or special meeting to change the bylaw. Roberts rules suggest that prior notice should be given and a two-thirds vote required in order to change the bylaw.
  3. Our nonprofit bylaws grant our Election Committee complete authority in the election process for Directors, including the opening and closing of nominations. For this year's election to be held in Feb. 11, the nomination was opened on Dec. 10. Six people were nominated for three positions. The Election Committee has not been doing its duty to formally close the nomination in the manner prescribed in the bylaws. The bylaws state that the close of the nomination should be specified on the nomination form and announced in the newsletter, neither of which has been followed in the past few years. During a special meeting on December 16, the Board of Directors passed a resolution to close the nomination. This resolution is duly documented in the board minutes. I am assuming that the minutes have been adopted. The Election Committee Chair is not a member of the Board, per our Bylaws. Candidate A was nominated on Jan 19, way past the day the Board closed the nomination. The Election Committee Chairman accepted the nomination and included Candidate A's name in the ballot. The ballot has already been mailed out. As one of the six candidates, I am very confused with all this. Did the Election Committee Chairman just undermine the Board's decision? Or was the Board's motion and resolution to close the nomination invalid in the first place because they don't have the authority to do so? I do welcome the fact that we have more nominees for the positions because it shows that more people are interested in the affairs of the organization. But I'd like this to be resolved the proper way. How could our organization do this?
  4. Guest

    Amending Bylaws

    We are amending our bylaws. How many times does the amendment have to be read before the membership can vote on the amendment?
  5. In Article III, Section 4, of the sample bylaws (RONR, 11th ed., p. 584, ll. 26-30), it says that that the Recording Secretary "shall present [resignations from membership] to the Executive Board for action." Being that the Executive Board is subordinate to the membership, if a Society adopted this bylaw provision, would the membership still be able to act on the resignation? Or is this now exclusively under the purview of the Board?
  6. If my taxing, municipal org's bylaws include statement defining the role/function of each standing committee, for this example let's use "policy committee," and bylaws state that the policy committee shall create, craft, discuss and offer to the board new policies, would it be improper then for the board president acting apart from and without the board's knowledge, to craft new policy with someone in the organization but not on the board or a member of the policy committee?
  7. Guest

    bylaw amendment

    Our Bylaws provide that bylaws may be amended by a 2/3 vote of the Board not to become effective until ratified by 2/3 vote of the membership. The bylaws also provide that all communication with the conference may be made by mail, electronic or via the USPS, except for the submission of ballots for the election of Board members which must be made by hard copy by delivery in person or USPS and may not be accomplished by electronic means. The Board has voted by more than a 2/3 vote to amend the bylaws and allow for election of Board members by electronic means. Question 1.: Must the vote of the membership to ratify this be by hard copy or may it be via electronic voting. Question 2.: May a combination of electronic and paper ballots be used? That is, paper ballots for those that are present for the vote and then we contact the rest of the membership via an e-vote? Thanks much. .
  8. I have been elected within my organization to the position whose duties include, among other things, maintaining our governing documents. Having read over our Bylaws, I was disappointed to find that they have accrued many typographical errors over the years, and this is something I want to fix. However, I personally do not believe it should be necessary to bog down our business meetings with a formal amendment for such minor changes (hace should be have) as they will not change the intent or wording of the articles. Am I allowed, as the individual responsible for our governing documents, to simply make these changes (I am a voting member of our executive board, and I plan on informing the board before taking any action)? I have read section 57 of RONR 11ed, but I do not feel like it covers this specific problem.
  9. our group has a practice where when amending or adopting bylaws we must read the by-laws in whole 3 times in 3 consecutive business meetings. They've carried on this practice for years. is this something that is found in the Roberts Rules Book because we have no such wording in our bylaws..... thanks..and apologies if this was covered before but i couldn't find anything i obviously didn't see the thread made earlier....sheesh.
  10. Hi all... If I am posting our organizations bylaws in hopes that folks will be willing to take a quick run through to evaluate and offer suggestions? Just want to see where we are before we start moving ahead. Be advised that the general membership of this group is approx. 50 members. Also, obviously, I have changed the name of the school as a courtesy. Thanks...Mister Bob CONSTITUTION AND BYLAWS OF THE CASTING CROWNS HIGH SCHOOL BAND BOOSTERS, INC. Article I. Name and Authority Section 1.01 The name of the organization shall be Casting Crowns High School Band Boosters, Inc. and shall be operated as a non-profit, non-partisan, non-sectarian organization in general support of the school band program as approved by the Band Director and the School’s Principal. Article II. Objectives Section 2.01 To encourage and maintain an enthusiastic interest in the band program of the Casting Crowns High School. Section 2.02 To provide assistance and support to the Band Director in the form of fundraising services and to conduct such social activities as may be considered necessary and proper by the Executive Committee. Article III. Membership Section 3.01 Anyone interested in the program and development of the band program in the Casting Crowns High School is eligible for membership. Any parent of a band student is considered a band booster member. Section 3.02 Individual members shall have no proprietary interest in the band organization but will benefit exclusively through participation in or patronage for the purpose for which the organization is established. Article IV. Officers and Their Elections Section 4.01 The officers of the organization shall be: President, Vice President, Treasurer and Secretary. Section 4.02 Officers shall be elected each year at the general meeting in April. Nominations will be accepted during the month of March, being sent to the President. During the General Boosters meeting in April nominations shall also be accepted from the floor for all vacant &/or currently held positions. Section 4.03 Term of the office shall be one (1) year from the time of election to the next election, with a transitional period being from April to June. Section 4.04 Elections shall be decided by casting secret ballots during the General Meeting held in April. A simple majority vote of those present at a meeting designated for elections shall decide the election. Section 4.05 Members at Large (with a maximum of 4) may be appointed by the Officers from time to time in order to gain knowledge of the on-goings of the organization. This may be useful as officers prepare to leave the organization. Section 4.06 The Officers and Members at Large may ask for the resignation of a fellow Officer/s if they conduct themselves in a manner seen as detrimental to the organization. Should the officer refuse to resign they can be removed from office through a simple majority vote of the other Officers. Section 4.07 Elected Officers who must be replaced during their term of office will be replaced by Presidential appointment subject to confirmation by the General Booster Membership at the next regularly scheduled meeting. Section 4.08 Any Officer asked to step down from their post or removed through majority vote may at no time in the future hold an Officer’s position within this organization. Article V. Executive Committee Section 5.01 The Executive Committee shall consist of the four (4) elected Officers and the Members at Large. Section 5.02 The Executive Committee shall have general supervision of the affairs of the organization. Article VI. Committees Section 6.01 Additional Committees will be appointed by the President on an as needed basis.   Article VII. Meetings Section 7.01 Meetings of the General Booster Membership will be scheduled regularly during Marching Band Season and as needed at the Casting Crowns High School during the school year. Section 7.02 Unscheduled meetings of the General Boosters Membership may be called by the President upon due notice of at least forty-eight (48) hours. Section 7.03 Executive Committee meetings will be held at a time and place designated by the President. Article VIII. Amendments Section 8.01 The Constitution and Bylaws may be altered or amended by a vote of the majority present at any General Boosters Membership meeting, provided written notice of proposed amendments or alterations is given to all members by the Secretary prior to the general meeting. Article IX. Adoption Section 9.01 This Constitution and Bylaws shall become effective upon adoption by an affirmative vote of a majority of the membership present at the General Boosters meeting. Article X. Quorum/Voting Section 10.01 A minimum of 5 members present at the General Boosters meeting constitutes quorum. Section 10.02 Simple majority vote in any meeting resolves the issue. Article XI. Duties of Officers Section 11.01 The President will conduct the business of the Casting Crowns High School Band Boostersorganization by presiding at all general and executive committee meetings, appoint all committees, be executive-officer member of all committees and coordinate the program with the Band Director. Section 11.02 The Vice President will assist the President and serve as President in his/her absence and to perform other duties as the President may prescribe. Section 11.03 The Secretary shall keep the record and minutes of all meetings, conduct the written correspondence of the organization, keep a roll of members and any other duties the President may direct. Issue minutes in a timely fashion to the General Boosters Membership. The Secretary will furnish each member upon request with a copy of the Constitution and Bylaws including amendments thereto.   Section 11.04 The Treasurer shall receive all funds due the club, pay all outstanding debts, keep an accurate record of all receipts and disbursements and provide a financial report at each General Boosters meeting. Section 11.05 Members at Large duties will be prescribed by the President. Article XII. Financial Reports Section 12.01 If and when this organization is dissolved, all funds, properties, business & financial records shall become part of the Casting Crowns High School music department. Section 12.02 A complete financial overview shall be reported to the General Boosters membership during the June meeting. Fiscal year for this organization will be from June 1 to May 31. Article XIII. Funds Section 13.01 The Treasurer shall pay all outstanding bills approved by the Executive Committee. All checks must bear the signatures of two (2) officers. Signatures of all four (4) Officers’ (President, Vice President, Secretary and Treasurer) need to be on file at the bank. Section 13.02 Expenditures in excess of $250.00 will need prior approval from the Executive committee. (With the exception of recurring expenses of supplies for Chicken BBQ’s & Concession Stand events)   Article XIIII. Authority Section 15.01 The rules contained in Robert’s Rules of Order, Revised shall govern this club in all cases in which they do not conflict with rules of this club.
  11. I've been talking to the gentleman in our church society who is probably the only other member who actually cares about our bylaws, and parliamentary procedure, and such. He's been a member for many decades, and has an encyclopædic knowledge of the bylaws (having been on several bylaws committees). According to this gentleman, the bylaws under which we are now operating were never adopted. He believes that changes were "slipped in" by various pastors or board members over the past (somewhat tumultuous) decade or so. I'm inclined to believe him, and, I'm sure the minutes of past meetings are woefully incomplete, to the point that they would be useless to prove the point one way or another. It seems that, if we're operating under bylaws that were never adopted, this would constitute a continuing breach of order, and that a point of order could be raised. My question is, "Then what?" What happens if the assembly agrees that the bylaws are invalid? What happens if the assembly doesn't care (which I think is more likely)? What is the proper way to fix this?
  12. Our youth sports board has not followed or up dated bylaws since 2006. I got on the board 2 years ago and have met a lot of resistance to follow them. We have husband and wives as officers of the board. The Treasurer is lax at doing her job and has had other people do her deposits for her. Now that we have new blood on the board, that I help recruit, is trying to convert them to do things her way. She and her husband are officers on the board and were going to share the board, however she has now convinced the new president that she should remain treasurer while her husband is another officer of the board. This would be her 3 term as treasurer for a total of 4 years. My question is this is her "term" up as treasurer? our bylaws say this (I have convinced new board that we need to follow them and updated them!) Section 3. Annual Election and Term of Office. Ateach Annual Meeting, the Members shall approve the number of Directors to be elected for the ensuing year and shall elect such number of Directors. The number so fixed may, within limits, prescribed by the foregoing Section 1, be increased at any regular or special meeting of the Members and, if the number is increased, the additional Directors maybe elected at the meeting at which the increase is voted or at any subsequent meeting. All elections of Directors shall be by majority vote of all Members present or represented by properly executed and signed absentee ballot filed with the Secretary prior to the election meeting. The term of office for each officer shall be two yearsor until a successor is elected with the exception of President and Treasurer whose terms shall be 26months so as to be available to the incoming Board for guidance and assistance. In any year that six (6) or more officers are elected, the positions of vice president, chief umpire and secretary shall have an initial term of one (1) year. The term of office for additional directors shall be one year or until a successor is elected and qualified.
  13. Our Business Meetings are once every 2 years. We want to add a new VP position to the ByLaws and install the person at the same meeting, but the installation of new officers is prior to the Business Meeting. Do we have to wait 2 years to install the new VP?
  14. Hello everyone! I have the following situation: A bylaws amendment brought forward by me on behalf of a group was rejected by our parent organization for two reasons - one that we did not define a term used in the amendment, and secondly that part of the language was not clear as to our intentions. She did not reject the amendment on matter of its purpose, though. The president of our organization does not want to see this amendment go forward. She has asked that the bylaws committee look at it, and the bylaws committee chair is dragging her feet. Per our bylaws, I have the right to bring forward motions on behalf of our group, and intend to at the next general meeting. My fear is that it might be referred to committee, and then will be stuck there forever. I know that once someone moves to refer, I can attempt to amend to state that the committee bring forward a recommendation at the next meeting, but what if that happens, and the committee does not come back with a recommendation (which is likely)? Is there a way to craft my amendment of the referral to committee motion that forces action with our without committee action? Thanks for any help!
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