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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. 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 fiscal year (e.g. an 18 month period) to qualify as clippings; stories based on and photographs taken during activities occurring prior to that 18-month period may not be submitted" Those objecting to this proposed motion say that you cannot make any change to our bylaws, no matter how minor, unless you do it by a proper bylaw amendment, as required by our bylaws. Those supporting this proposed motion say that it simply "clarifies" the current bylaw and that all it takes to add that clarifying language to the bylaws is a simple motion. What say you, please?
  3. 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!
  4. 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 in May and June to fulfill this annual requirement during this time frame. I suggested to our Commander to establish a bylaws committee in order to submit changes to our membership, and he agrees, but he also believes we cannot do anything until June, which is understandable, yet there are numerous outdated information and changes that must take effect immediately. I understand that we cannot "suspend" the annual bylaws/rule, but something must be done. I am the Adjutant of our Post, and the bylaws must be reviewed as soon as possible. How may I move to change that rule? Am I able to make a motion via an amendment to something previously adopted in order to have the bylaws committee start their review, and then make the change permanent during the review process? I know I have to notify all of our members in order to approve this change, but if I don't notify the entire membership, then a 2/3 will be required of those present at our meetings (which averages between nine and fifteen members present (our membership is less than 80 and dwindling via unpaid members)). After all is said and done, how may I propose the change to that particular rule? Our Post is only 5-1/2 years old, and the bylaws have not been changed in over three years. I know the wording in the motion is very important. Here's the exact partial wording in the bylaws: "This Constitution may be amended by resolution at the annual meeting. Proposed amendments shall be submitted in writing to the Executive Committee for its review and presentation at the next annual meeting. Copies of proposed amendments shall be distributed by mail to all Post members at least 10 days prior to the date of the vote..." (The rest of this rule specifies the distribution to Department and National Headquarters.) (And here's the catch-22: if the current commander does not review the bylaws before his/her term of office ends, then the new incoming commander has to wait until the following annual meeting before anything can be done to the bylaws, and if this commander fails to review the bylaws before his term has ended, then the new commander must ensure it's done. The cycle continues. We also, that I am aware of, do not have an executive committee.) Any suggestions will be greatly appreciated. Thank you.
  5. 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 sessions make to member proposed bylaw amendments be in order?
  6. 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. Much gratitude!
  7. 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?
  8. 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?
  9. 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.) Because the bylaws identify an official IPP, and by definition, he is the IPP - whether or not he is on the Board - does the need for an IPP overrule the fact that the current president would be exceeding his term limit? What language can we add to the bylaws to clarify protocols for this situtation for future reference? Is there a specific reference in Roberts Rules I should consult? Thanks, Karol Stewart
  10. 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 which there are five, the membership of which is elected by the county central committees in population-adjusted blocks allocated among the counties that compose the district] and the [State Central Committee (SCC)] delegates and alternates acting as delegates [each elected by and representing their respective county central committees to the state-level organization] living in that district, elects representatives to serve on the standing committees of the SCC. * * * Each Congressional District Committee, along with the SCC delegates and alternates acting as delegates living in that district, elects committee delegates and alternates to the standing committees in the following numbers: Budget Committee: Two delegates, one alternate; Credentials Committee: Two delegates, one alternate; [etc.] * * * The Chair of the SCC appoints the chair, vice chair and one voting member of each standing committee. The chair of the standing committee may appoint one voting member of the standing committee, with approval of the Administration Committee. The argument of the insurgent side of the dispute is tidily summed up by one of its proponents: "If the bylaws were meant to say all are voting members then they'd say one 'additional' voting member, but they don't." We who find this interpretation surprising point to past practices, the basic assumptions about what committee chairs and vice chairs are and do, and the fundamental principle that basic rights of membership in the body cannot be deemed stripped from a class of members except by express provision in the bylaws that a specified right is so stripped. What say you?
  11. 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
  12. 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 state association. As per the state and regional bylaws, the regional association receives funds from the state for regional activities. The proposed procedure defines exact ways the regional association should spend the funds provided to it by the state association. The procedure would require funds be used for activities that take place outside of the region. Can the state association adopt a procedure that takes precedence over the regional association's bylaws?
  13. 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 being able to choose to not block progress with their dissent, which would mean the group has the consensus needed to make a decision), then the issue will be tabled to a second meeting. If it is unable to be decided upon with the second meeting through consensus then a vote will be taken with 2/3 majority of people voting wins. If the issue needs to be decided there on the spot due to timing issues (there not being time to have another meeting) and there is a board member present, they will make the decision. If there are two board members present and they disagree, another board member will be consulted (preferably the MSS or President) for a tie-breaking vote. If there is no board member present the Council Chair will try to bring one in via electronic means first before deciding to go ahead with the voting process. This attempt to communicate with the board will be documented in minutes of the meeting. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern TOLIS only in cases to which they are applicable, where specific groups have determined through consensus that they want to use them in lieu of consensus decision making, and in cases in which they are not inconsistent with these bylaws and any special rules of order the TOLIS Board of Directors may adopt."
  14. A motion was made,seconded, voted on and passed by the board members of our organization. The motion was to replace a paragraph currently reading "blah,blah" with a paragraph reading "this blah,blah" in our bylaws. The new paragraph deletes very few of the words, adds 2 beginning sentences, and reorganizes the paragraph so that it is better ordered and does not jump around. It was sent to be published in our newsletter so that it can be voted on by the membership at our next meeting. Now a member says it must be broken down into a number of motions itemizing remove this and add this. Can't a motion be made to substitute a current paragraph with another paragraph? Thank you.
  15. Can a motion be made to suspend (or place a "hold") the constitution and bylaws of a Student Government Association? We generally don't meet quorum (we're working on that), but say we do, if it's absolutely necessary for this motion to be put in place, is it possible? How can I word that? I'll be trying to find as much information as I can before the General Assembly Meeting this next Wednesday.
  16. My Volunteer Fire Department has finally formed a by laws revision committee. This will hopefully solve a few problems with our current by laws including the fact that nobody has a complete current copy. However the way the committee has been appointed and is operating is raising some questions. 1) The President (who appoints all committees unless otherwise specified) has appointed himself to this committee and is acting as chairman. In most other associations I have been in the President can't serve on committees because he has oversight of those committees. None of the available bylaws we have say anything about this, although it could be a custom. 2) The president called for volunteers then appointed 5 out of the 7 volunteers. Of the 5, two are his sons. I am another and the final member is probably our best versed in bylaws and parliamentary matters. 1 of the members who was turned down is the girlfriend of one of his sons and the two do not have a good rapport outside of the department. 3) There has so far been 1 meeting. It was called the day before and I was unavailable due to work. The other non family member was in the station and was not told the meeting was going on so he did not attend. Thus the meeting was just the President and his two sons. To be fair they are not always in agreement with him but it just looks bad to quite a few members. So the issue / questions are 1) is this a properly appointed committee? 2) Does the large number of family members make a conflict of any sort? Is there any requirement for how long in advance a committee meeting is called?
  17. Guest

    Charter over Bylaws

    In a small-ish professional society of around 200 members, we have a Certificate of Incorporation (Charter), Bylaws and Standing Rules. The Charter says that, "Bylaws governing the classes of admission of members, the amount of initiation fee and periodic dues, the rules and regulations to be observed, the qualifications for voting, the resignation or expulsion of members, the election, powers, and duties of officers and a general governing body, and all other matters and things usually contained in corporate bylaws may from time to time be adopted, amended, or repealed by the affirmative vote of two-thirds of all members entitled to vote under the bylaws then existing." Several questions... Are these the only things the bylaws can contain? If mentioned above in the Charter, do all of these thing have to be in the Charter or do the words "may be adopted..." mean that any of these things could be in there? Does "... the affirmative vote of 2/3 of all members entitled to vote..." mean 2/3 of all eligible members who vote at the annual meeting (assuming a quorum is present) or does it mean 2/3 of the entire membership?
  18. Good day all. I have a question. In our bylaws it specifically states that anyone running for an elected office must have been a member for one year, and attended 7 general membership meetings during the previous year. Now, here's the kcicker. One person submitted their "Membership Application" 5 months ago and has only attended 4 meetings. This person submitted his "Letter of Intent" to run for an elected postion October 2018. A couple of individuals on our Board intend to try and have those provisions of our bylaws, the Election Eligibility Requirements, (stated above) "temporarily suspended" in order to accommodate this individual. They also intend to bring this to a vote by the membership at our next membership meeting this Saturday. My question is: Do they have the right to do this? I feel as though, based upon our bylaws, they may not bring this to the membership. Help!
  19. More than 90% of the members of a small organization attend each meeting. Bylaws appear to be a combination typical bylaw provisions, special rules of order, and standing rules; and bylaws allow majority of the entire membership to suspend any bylaw provision. It appears that suspension of previous notice for amendments could not occur if any member is absent, but would any other limitation apply? Can an organization actually suspend a rule that is fundamental principle of parliamentary law?
  20. In our organization, the bylaws don't mention committees at all. We simply meet yearly to elect the Executive Board. Can the Executive Board establish standing committees and boards—with standing authority to act on certain matters without specific instructions—that report to it? It is my understanding that such standing committees and boards would need to be in the Executive Board's special rules of order, per page 578.
  21. Guest

    Bylaw change

    Hello - We are doing a simple change to the by-laws of a nonprofit association - increasing the board size number. Nothing else. Do we add an amendment or can we just rewrite that one section and change number of board members from 10 to 12?
  22. Our bylaws state, “Voting by proxy and/or absentee ballot is prohibited.” And— “ARTICLE XV: AMENDMENTS These PTA bylaws may be amended by a two-thirds (%) vote of the members present and voting, a quorum having been met, at any general membership meeting, provided that these requirements have been complied with” Can the executive board and membership vote on bylaws amendments via email?
  23. Good day all. There is a definite conflict in our bylaws when it comes to elections. In short that section of our bylaws calls for one "Class" of member (Retired) to be able to cast two votes (during the same election for one of the Boards 9 seats, for a "Retired" member), and the other "Class" of member (Active) may only cast a vote for one of the remaining 8 seats, but may not vote for the "Retirees" seat. I was made aware, from my previous post, that under Robert's Rules, there is only one kind of member and that member has but one vote. And that RONR 588 – 591 #2 reads: “When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning.” My questions: What, if any, recourse do I have at this point? Do I have to wait until after the upcoming election to contest it? Thanks in advance.
  24. Our board has revised our constitution and bylaws. They have given the proper amount of notice, as required. The reason for the revision is that the board wishes every member to sign, on a yearly basis, four different documents to maintain "member in good standing status", in addition to paying dues. They did this because it was pointed out to them that standing depends only on whether or not dues have been paid (as is stated in the current bylaws), and since the relevant documents were not listed in the bylaws, this created a conflict with the bylaws taking precedence. The four documents have been listed in the revision; they have also been attached as "exhibits". I can find no reference to attaching exhibits in RRO; the closest I can find is that the bylaws would be printed in a booklet, along with standing rules and any other relevant documents, to be given to members as needed. Can bylaws have "exhibits" attached to them? I suspect this attachment is being done to put these documents on an equal footing with the bylaws, and I do not believe this can be done, since RRO clearly states the bylaws have precedence over all other rules of an organization, after state and Federal, of course.
  25. Good day. I have a couple of questions regarding our associations bylaws and upcoming Board election. We have 3 categories of members: 1. Regular (includes active and retired members), 2. Associate and 3. Honorary. Our bylaws state (in part)" Regular members are both active and retired members..." An addendum was added to the bylaws (still questionable as to how) creating a 4th membership class, "Retired Member", that states "one Board seat shall be for a retired member, and shall be elected by retired members"... Just a quick background, originally the reference to "Retired member" was for members of a "sister organization" who would have a seat on our organizations Board, but would only serve in an advisory position (no voting power). That being said I voiced my opinion to the Board and the President that, given the current language, it appears that 1. a Regular (Active) member does not have the right to vote for a "Retired" member" and 2. that since "Regular members" include both active and retired members, this gives retired members the right to vote twice, at the same election, for a seat on the same Board. Am I incorrect in thinking that there is a definite conflict (based upon that language) in our bylaws? And if so, can that conflict have an effect on the upcoming election? Hope it's not too confusing (although it is screwed up). Thanks in advance.
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