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  1. 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?
  2. 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and he agrees, but he also believes we cannot do anything until June, which is understandable, yet there are numerous outdated information and changes that must take effect immediately.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.
  3. 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?
  4. A BYLAW CHANGE - AMENDMENT WAS PRESENTED FOR A FIRST READING. For the second reading, the author introduced some changes in the text. How do we handle it? Acceptable? Or does it becomes a (new) first reading? Or? Thanks.
  5. OUR organization holds lectures, seminars,meetings etc. In order to motivate members to show up and participate, we moved and resolved that members who do not attend a certain number of such events each year, will not be eligible to work for the organization and get paid. So far so good, but: The e.g. after '" no member may be employed (PAID) by the association in any capacity" enumerated: "(Officer, committee member, ..writing for the website" etc.)" Here is the problem: Our bylaws list the four officers, and describes their duties and compensation.. Does this new motion improperly amends the bylaws as to 'officers' , and hence is null and void (only as to 'Officers')? Thanks.
  6. Our organization is comprised of a few hundred members, which are further be broken down into three distinct groups. Our board is comprised of five members. One board member is elected by one group of members, another board member is elected by the second group of members, and the three other board members are elected by third, and largest, group of members. There is by-law change proposal that has been read at the first of two required meetings. The proposal is to allow the largest subsection of our organization to have a vote in electing one of the other subsection's board member. However, the proposal is excluding the third subsection from also voting in the selection of the second's board member. Basically, the largest subsection of our organization would be voting for the board member from one of the other subsections, as well as our own, but the third subsection would be excluded from voting. That was just a little backstory. I'm sorry if it's confusing. The crux of my question is as follows: At the second reading of the proposed by-law change, am I able to propose an amendment to it that would allow all three subsections to vote on the selection of one group's board member, instead of just two? Thank you so much in advance for your help. If you need any further clarification please do not hesitate to ask.
  7. Guest

    Amendments to Motions

    A motion that was voted on and passed at our Town Meeting last year was insufficiently broad to cover the scope of work intended. The work has already gone out for bonding. Our bond counsel recommends that we amend the article from the previous (adjourned) Town Meeting to broaden the scope. As Moderator of the town I ruled that an article or motion from a previous adjourned meeting cannot be amended. I'd like to ask the forum about this issue.
  8. Guest

    amendments to bylaws

    A motion was made at a meeting of the entire assembly to amend the bylaws and passed. Later it was discovered that the bylaws state that any amendment must be discussed and voted on by the executive board and due notice (10 days) be given before the assembly meeting before an amendment can be voted on. Was the amendment proper and does it stand?
  9. I find myself as the unexpected board member and treasurer of a tax exempt organization (livestock breed association). The previous treasurer quit after being harangued constantly by a member about his not producing "monthly warrant reports" . In the CB&L, the treasurer's duties are enumerated and one section states: "The Treasurer shall make (at a minimum) a quarterly Profit & Loss Statement, Statement of Cash Flow, and Trial Balances to the Board of Directors. These reports shall be available to Association members." Other duties include submitting an annual budget, annual audit, receiving and disbursing all moneys, being custodian of the funds. Seven years ago, at an annual members meeting, a resolution was passed 'requiring' the Treasurer to submit a 'monthly warrant request' to include all expenditures to be paid that month, such information available to the membership upon request. This was not an amendment to the C&BL, but a motion by the membership at the annual meeting in 2011. Since then, the treasurer from that time prepared this warrant report. After the annual meeting in 2017, the long-serving board members who followed this 'resolution' quit, leaving a new treasurer without guidance. He quit this week from frustration and now I must clean up everything. Question: Is this 'monthly warrant report' enforceable on the treasurer, or would it more properly be instituted via amendment to the C&BL? I am trying to do the right thing in this case. We have our annual meeting in June and there is time for members to submit proposed amendments. Thank you in advance.
  10. Guest

    By-Law Amendment

    Hello all, I work at a university that has shared governance with 5 constituent groups. We recently added two groups with constituent status. Previously in the by-laws of one of the groups, it stated all three groups who were originally involved in monthly meetings with the chancellor. We were wondering if it would be in accordance to Robert's Rules to not list every group, but instead say something more vague so that we do not have to amend every time a new group is added. Thank you in advance!
  11. Guest

    Amending By-Laws

    Our organization recently adopted Robert's Rules to replace Cushing's Manual of Parliamentary Practice. The existing language within our by-laws to vote on amendments calls for a majority vote, which is less than the 2/3 requirement called for under Robert's Rules. I have included the relevant language below. "Any amendment to these by-laws may be proposed at any regular meeting to be adopted by a majority vote of regular members at the following regular meeting, provided the members receive written notice of such amendments at least five (5) days in advance." Does an organization have the ability to impose requirements which are less stringent than those required under Robert's Rules (i.e. waive the notice requirement or require less than a 2/3 vote)? The rules speak to imposing voting requirements which require a vote larger than two-thirds, but are silent on imposing rules which require less. Will a majority vote rule for a pending amendment, or will Article VIII, Section 48 trump our by-law as written, as it runs afoul of the "motions requiring a two-thirds vote" requirement. Any guidance is greatly appreciated.
  12. I am slightly confused with the applicability wording of the motion to commit on pages 169-170. Were an amendment or series of amendments pending on a main motion that is referred to a committee, would the amendments accompany the main motion to the committee and therefore be acted upon prior to voting on the main motion after the committee rises and reports? I would interpret the answer to both parts to be yes, though I find that the italicized part of my question is slightly unclear based on the wording.
  13. Guest

    Editorial Amendment

    Our Homeowner Association is doing an editorial amendment to our Bylaws. My questions: Do we present this as an amendment to the assembly to vote? Under Resolution, our board of directors has the authority to correct article and section designations and make other technical conforming changes. Can this editorial amendment be fixed using Resolution? Current Bylaws: Section 3. Annual Fees Park Maintenance Fee Annual fee of fifty dollars ($50.00) shall be paid to the treasurer by December 31. The fee will be used to maintain playground, park fence, lawn mowing and snow removal. The fee will be administrated by the directors of the Homeowner Association.Project FeeAnnual fee of ten dollars ($10.00) shall be paid to the treasurer by December 31. The fee will be used for Easter Egg Hunt and summer garage sale. The fee will be administrated by the Special Project Committee. Proposed editorial amendment: Section 3. Annual Fees Annual fee of sixty dollars ($60.00) per household shall be paid to the treasurer which shall be allocated as follows: Park Maintenance Fee of fifty dollars ($50.00) The fee will be used to maintain playground, park fence, lawn mowing and snow removal. The fee will be administrated by the directors of the Homeowner Association.Project Fee of ten dollars ($10.00)The fee will be used for Easter Egg Hunt and summer garage sale. The fee will be administrated by the Special Project Committee. Thank you for your help.
  14. The bylaws of our organization state that the bylaws may be amended by a 2/3 vote of the members in good standing, provided that the proposed amendment shall have been read at the previous regular meeting of membership. In June, the Bylaws Committee presented an amendment that would alter the nominating process for the selection of officers, including President, by changing the makeup of who was eligible for the Nominating Committee. During the discussion, one member significantly amended the proposed amendment, by adding a long paragraph about the selection of alternates for the Nominating Committee. I took the position that the new language should go back to the Bylaws Committee to present at the next meeting and allow a vote because that would be "best practices", and would following Robert's Rules. The language that was cobbled together during the June meeting was not good and I thought it deserved more careful consideration so that it could be improved. Several rabble rousers became irate, stating that the full amendment (including the part that was added in the June meeting) had to be voted on at the next meeting, without any involvement by the Bylaws Committee because of our bylaws regarding amendments. I say that this is a different situation because the proposed amendment was significantly amended. Who is correct?
  15. Our bylaws changes have been given notice to our members and we are to vote on them in the upcoming convention. Problem is one of the amendments is to delete a section of the bylaws. If someone doesn't want it deleted just reworded,how would they state the amendment to amend the amendment deleting the section?. Robert's rule is difficult to understand on that subject. It states that notice has to be given immediately- that is impossible because all the membership does not attend the convention and our bylaws state that 30 days notice must be given?? Karen
  16. This is a conjectural question. Motions were forwarded to the Resolutions Committee prior to a convention. The bylaws state the committee must report all resolutions to the delegates for action. The Resolutions Committee has only the power to put resolutions in proper form, eliminate duplication where similar resolutions are offered, and ensure that all resolutions relating to a specific subject will be offered in a logical sequence. When reporting, the Chair of the Resolutions Committee reports the first resolution as an amendment by the Resolutions Committee. The presiding Chair rejects the motion because there was no formal motion by the committee. Is the Chair correct or should the Chair assume that the motion to amend was intended and state the question on the amendment? Dave
  17. I am a member of an organization that meets annualy to handle business and to discuss changes to our governing documents (constitution, by laws, etc). The proposed legislative changes are printed in booklet form and distributed to the members (delegates) prior to the meeting for review and discussion. These proposed amendments are submitted by a specific deadline, reviewed and published ahead of time. This year, there were two different amendments for the exact same article (article: section: paragraph) proposed and published in the booklet. Both proposed amendments were voted on by the membership and both passed the vote of the membership in attendance. The vote on both was by a show of hands and greatly favored the changes. The first amendment made small but substantial changes to the prargraph in question while the second amendment, voted on after the first had been adopted, substantially changed the wording of the original paragraph. Given that both of the proposed amendments were for the exact same piece of legislation, which one takes precendance, the first one adopted or the second?
  18. Guest

    3 Forms of Amendment

    I received a question asking for the three forms of an amendment. Are they 1) Add 2) Insert and Strike Out 3) Substitue
  19. Guest

    redoing an amendment

    If an amendment (by law) is passed by the executive board and then presented to the general meeting and the wording is questioned and it has to be rewritten, is the amendment still accepted? Would you have to rewrite and then present the new writing to the board and then revote?
  20. We have the following in our Bylaws: The process is a member can submit an amendment to the bylaw which is read at the first meeting with no vote taken. It is then posted prior to the meeting. At the second meeting the bylaw is read again. In the specific incident the bylaw when submitted was also signed by two members. After the 2nd reading a member of the Bylaws committee makes a recommendation and then makes a motion. Is the submission and reading of the bylaw amendment considered a motion? Can the Bylaws committee person make their motion? Can the vote on the bylaw amendment be postponed until a later date when the current bylaw states it will be read and voted on at the 2nd reading?
  21. City Code requires 3 readings, one at each of 3 consecutive meetings, and also states that latest edition of "Robert's Rules" will be used when item of contention is not specifically addressed in state statutes or City Code, which neither addresses in below case: Scenario: Some believe that anytime AFTER the first reading, but before the third reading, any verbiage within the ordinance or attachments to the ordinance (in this case a budget ordinance, adding and deleting items and changing amounts) can be switched out/changed without a formal amendment. Can you point me to where "Robert's" addresses whether changes (not typos) can be made without an amendment after putting ordinance item before the council body in the form of a first or second reading?
  22. The church I serve is rewriting its constitution. In the new model, it will state that the only member of the church staff who will be on the governing Board of Elders will be the Senior Pastor. However, the church has an Associate Pastor who was hired to also be a member of the board. So, we want him to be an exception for as long as he’s a member of the Church Staff. The question is…how do we handle this? As I see it, there might be a number of options: 1. Insert a sentence into the main part of the constitution that states that the Associate Pastor shall also be a member of the Board of Elders for as long as he is a full time member of the Church Staff. If this option is chosen, I would think this additional sentence would have to be amended/deleted when he leaves the church. 2. Don’t put anything in the constitution. Just ask the church to vote to “grandfather” this staff member in. This vote would be recorded in the official minutes of the church.This obviously would be the easiest, since no future changes need to be made in the constitution. 3. Add a temporary article to the end of the constitution which states that this staff member will be one of the Elders until he is no longer a member of the Church Staff, at which time the article would be deleted from the constitution. This means that there is an article at the end of the constitution which remains, potentially, for years. To me, this seems weird. What are your thoughts/recommendations? Is there a "correct" way to handle this?
  23. Can a person who has lost their right to vote on matters still make a motion. It was brought to my attention that a person making a motion has to vote in the affirmative but if they can't vote would they still be allowed to bring up a motion for consideration?
  24. Good morning; the homeowner's association I preside over is in the process of making substantial amendments to its bylaws, I have three questions related to the process. For reference, our bylaws state the following in regards to amending the bylaws: VOTE: All By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be made, by a two-thirds vote of those members in good standing present at a general meeting or a special meeting of the members, called for such purposes. PROCEDURE: Upon approval of the Board of Directors, the President shall present to the general membership, the changes in the By-Laws so made, amended, or repealed, together with a concise statement of the changes, at a meeting of the members called for such purpose. These changes shall be mailed to each regular member at least twenty-five (25) days prior to the meeting. 1) at our most recent board meeting, the board approved the amended bylaws and set a date for the special meeting. Several board members not in attendance that day have raised a great hue and cry regarding some language added to the bylaws regarding membership, which may in fact have a significant negative impact on our association. I'll save you the backstory, suffice to say that I have not yet instructed the corresponding secretary to mail the bylaws until I have heard back from our attorney. I fear that I am violating something; it's not really my call to send/not send the document, now that the board has voted, correct? However, three members have agreed that a special meeting is called for, which meets our requirements for calling a special meeting; can I then suspend the action of the board to accommodate a special meeting? 2) I have interpreted Chapter XVIII (Bylaws), Sec. 57 of RONR to mean that, during our deliberation of the amendments to the bylaws, we can go through the document section by section and (slightly) amend the language by motions subject to a majority vote. Once we have reached the end, the document (as amended during the proceeding) would be subject to a 2/3 vote of those present. However, several members of our community (including one fairly well versed in the workings of deliberative bodies) insist that any change to the document must be mailed 25 days in advance; that the amended bylaws as approved by the board and mailed 25 days in advance cannot be altered in any way--doing so requires the process to repeat. Which is correct? 3) Our bylaws allow for the use of proxy votes. Some have interpreted "2/3 of those members present" to mean that proxies cannot be counted, because that member is not present. Is that correct? I suspect not, which leads me to wonder, are the proxies counted as a member "present" and thus part of the total number we figure the 2/3 from? Thank you for your time Adam
  25. Guest

    Null and Void

    Our by-laws state that the proposed amendment must be mailed to all members before the called meeting in which proposed amendment is to be voted upon. The secretary or president did not do this. The printed proposed amendment was given out at the meeting after a member read it out at the meeting. Should this called meeting be declared null and void and all communications afterwards also declared null and void since protocol was not followed?
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