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  1. 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
  2. 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.
  3. 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 Our constitution hasn't really been updated in over 10 years, so a lot of it's contents are out of date.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?
  4. 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?
  5. 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?
  6. 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?
  7. 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?
  8. 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
  9. 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.
  10. 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
  11. 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.
  12. 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.
  13. 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
  14. 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).
  15. 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
  16. 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.
  17. 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?
  18. Folks, Our Bylaws require dues to be paid annually starting from a period three months prior from the annual meeting up until the annual meeting. The Bylaws further state that failure to pay will result in loss of membership and members may apply for membership once again after one year. Further, the Bylaws require "notification of nonpayment of dues will be made 1 month prior to the annual meeting". At the annual meeting, I opened the meeting and under the regular business announced the members who had lost their membership right for failure to pay dues. I was then questioned how and when we notified these members of nonpayment as prescribed by the Bylaws. As I did not have the answer immediately (the membership committee does this activity and the chair was absent) I deferred the question to the following business meeting. During subsequent investigation, the membership committee emailed the nonpaying members 1.5 months prior to the annual meeting notifying them of nonpayment of dues. Certain of these members stated they did not receive the email. My members are urging the Board to not terminate the members. As President, I find my Bylaws not specific enough when requiring "notification". To me, e-mail does not suffice, but rather a certified letter would be more appropriate, however, the Bylaws are silent to this. Further, the members stated they did not receive the e-mail and my membership does not want to terminate these members. Can my Board, as a governing body, or the membership, determine that proper procedure per the Bylaws were not followed and then "right" the situation by providing immediate notification as of this determination to the non-paying members and provide an additional one month to pay from that proper notification? Further, our Bylaws state that "members currently serving in the military....are exempt from the requirement to pay dues". The Bylaws are silent to whether this means active or reserves. Two members who are new reserve members did not pay based on their reading of the Bylaws. Based on my reading, I find it difficult to argue the case, while other members of my governing body believe the intent of the Bylaws was to mean active duty. Other than knowing I need to make some revisions, can you please provide some assistance in both of these situations. Thanks, Chris
  19. A friend of mine has a vision of creating a new organzation. He called a meeting to gauge interest, and believes that enough exists. As it happens, there is a need both for somewhat extensive bylaws (and these will be hotly debated), and near-immediate action. Furthermore, he is nervous about holding funds for the prospective organization, let alone using them for definite action. I've read through the sections on mass meetings & organizing a society, as well as the general provisions regarding the bylaws. I'm going to be walking through the detailed explanation of the sections again, as I've not needed to avail myself of that in over a decade. His idea was to enact "temporary bylaws" in the upcoming meeting (10 days) and temporary officers so that bank accounts & etc could be established & that the permanent bylaws be adopted at the next meeting. I double checked, and of course there is no reference to "temporary bylaws". Moreover, RRO XI is explicit that it takes at least two meetings to organize a society, and that until the society is formally organized, no action can be taken on its behalf. The notice of the meeting, which he sent out three days ago, includes the following: "The Organizational Meeting of X has been set for Monday, July 16 at 6:30 p.m. at Y address. We will send out the agenda prior to that meeting, but the main purposes are to put in place what we need to start to operate our organization, and there will be announcement on a special guest who will speak on Z." It would appear to me that the situation could be treated as if the initial meeting of the organization has already taken place. Thoughts? My original idea was to use the skelton bylaws from RRO, and strip them down to the bare minimum, with a provision that the entire thing be up for revision at the next meeting by majority vote of those paid, present, and voting, and adopt them at the next meeting. Does this seem advisable?
  20. I recently have been hired as a consultant to a fraternity and I have a question about governing documents. The National fraternity is incorporated and uses its "National Constitution" to govern its business and operations. Each chapter of the fraternity is chartered as a part of the organization as a whole. As I'm going through lists of governing documents, there seems to be a wide gap in what these documents are called: some are referred to as "Chapter Constitution" and some as "Chapter Bylaws." When I was in college, my own chapter had a "Chapter Bylaws", and I was under the impression that this was the appropriate name for a chapter-level document, because the "National Constitution" is an official constitution and supersedes any chapter governing documents. So, my question is, which of the three is correct: 1) Chapters should refer to their governing documents as "Bylaws", because they are subject to a National "Constitution". 2) Chapters should refer to their governing documents as "Constitution:, because "Bylaws" should only be used if a chapter already has a "Constitution". 3) Either "Constitution" or "Bylaws" is appropriate; it's just a matter of preference. In the long run, it doesn't matter.
  21. In a recent vote of the General Membership, we passed a change to our bylaws by a 65% majority. Our bylaws call for a simple majority to make chnges. One member suggested that Roberts Rules of Order took precedence over our own Club Bylaws and required at least a 2/3 or 3/4 majority. My question is simple: which takes precedence -- the Club's Bylaws or Roberts Rules??? Pkease help me.
  22. Guest

    Bylaw interpretation

    Can anyone other that a member write a complaint under the present by-law Section1. Complaints, Suspension and Expulsion. Any member may be disciplined including suspension or expulsion from membership, for breach of the by laws or club rules or regulations or for conduct or action prejudicial to good order and the best interests of the club. A complaint alleging a violation of the by laws or club rules or regulations or alleging conduct or action prejudicial to good order and the best interests of the club committed by a member or a person for whom a member is responsible shall be made in writing and presented within thirty (30) days of the discovery of the alleged violation to the secretary. The secretary shall, within ten (10) days of presentment, refer the complaint to the chairperson of the committee in control of the subject matter of the complaint and provide to the member complained against a copy of the complaint. The committee shall conduct a hearing within thirty (30) days from referral of the complaint by the secretary, giving to both the complaining member and the member complained against written notice of the hearing and the right to be heard. The committee shall impose such discipline, if any as it deems appropriate; provided, however, if the committee determines that suspension or expulsion is appropriate, it shall make a recommendation of same to the board of governors. Only the board shall have the authority to suspend or expel a member. The committee shall impose its discipline or make its recommendation within ten (10) days from the date of hearing and shall give written notice of same to the secretary, complaining member and the member complained against. In the event that the complaining member or the member complained against is dissatisfied with the committee's decision, the member may appeal the decision to the board of governors by written notice to the secretary within ten (10) days from the date of decision of the committee. Within thirty (30) days from receipt by it of a disciplinary matter either by appeal or recommendation by a committee, the board of governors shall conduct a hearing, giving to both the complaining member and the member complained against written notice of the hearing and the right to be heard. The board shall impose such discipline, if any, as it deems appropriate; provided, however, no member shall be suspended or expelled without a two-thirds vote of all members of the board. The board shall give written notice of its decision to the complaining member and the member complained against within ten (10) days of the date of hearing. In the event that the member complained against is dissatisfied with the board's decision, the member may appeal the decision to the membership at a special meeting called for that purpose only. Such appeal shall be in writing and filed with the secretary within ten (10) days from the date of decision of the board. The special meeting shall be held within forty five (45) days of the date of the appeal. In the event there is no quorum at the special meeting, the board's decision shall be final.
  23. If one is looking to amend an already exsisting bylaw, how do they go about doing it? Specifically, how should the proposed bylaw change be worded and formatted? What should a proper amendment include?
  24. Hello, I'm wondering if a Committee can or should ever have their own bylaws? If it's a permanent committee with their own mission (under the umbrella of a larger organization with bylaws, and a board of directors), couldn't they set up their own guidelines; ie. leadership structure, and bylaws which would only apply to that committee? If it is permitted, what would be the pros and cons of doing having their own set of bylaws? Thanks,
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