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Found 43 results

  1. Hi everyone, Our by-laws state that the nomination for Officers will be conducted at an October meeting, the election then conducted and the results read at the December meeting. Due to some financial ambiguity, it doesn't seem like we have the monies to fund both an election and conduct the day-to-day activities of the organization, and it seems like there might have been some issue with the finances that are still being sorted out. A general member made a motion to postpone the election to a later meeting (picked a definite date), in order to get the finances of the organization in order and hopefully the current officers can come to some sort of understanding where a costly election will not be necessary (i.e., everyone running unopposed, which is what has happened in the past). This was seconded and voted on by a majority of members present at the meeting. Now, one of the officers is saying that he doesn't believe that motion was valid. However, according to RR Art V Sec 31, it states that, "A matter that is required by the by-laws to be attended to at a specified time or meeting as the election of officers cannot, in advance, be postponed to another time or meeting, but when that specified time or meeting arrives the assembly may postpone it to an adjourned meeting." So it seems like even though the by-laws say the nominations take place during a certain meeting, RR states that as long as the motion is made at the meeting itself and not beforehand, a motion to postpone is valid. Am I interpreting this correctly? Thanks!
  2. Our HOA brd of directors(of which I'm one) recommends the re-activating of a past (several years) committee that is not nor never was listed and defined in our by-laws. I cannot find in our By-Laws specific verbiage stating the board has the "authorization for the formation of additional standing committees" as RROO says is required or an amendment is needed. Yet, under "Powers" our By-Laws read, "The Board of Directors shall have all powers over control and management of the Assoc. except such as shall be exercised by the members." 1. Must a member vote be taken if majority members do wish to form this new committee? 2. Will the By-Laws have to be amended to include the new standing committee. 3. Will the By-Laws have to be amended if the duties of this new committee are some of the duties under an existing committee (existing committee is in agreement w/ the change)?
  3. I am treasurer of a women's organization with bylaws that some interpret differently. "Who" gets to decide how wording will be interpreted when there is a difference of opinion by a very small, but vocal minority of past officers? A proposed budget was tabled at a recent meeting in order to obtain clarifying info from me (the treasurer) who was out of the state. Now, less than 3 of 36 members want to have the 2018 year-long budget approved by email vote in a special meeting. The other members have not had any opportunity to weigh in or discuss the budget. Our by-laws state: "Special meetings may be conducted via email as long as the topic consists SOLELY of A spending issue." (My caps & bold) I maintain that passing a budget is NOT SOLELY A spending issue. It requires a motion, discussion and ultimatley acceptance of all income sources and projections, all line item expenses & projected reserves. After the budget was tabled, one of the vocal few decided to submit a budget with increases on 2 proposed budget line items, obviously projecting a (significantly) lesser ending balance year end. She (a past president and treasurer) maintains all this can be approved via a Special Email meeting. I'm saying "huh????" on so many levels! It was our president's first month in office and first meeting. Can you help sort this out?
  4. Guest

    Number of members

    The By-laws of an organization require a minimum and maximum number of Directors. If, for reasons of inattention, the Board has let the number of Directors fall below the minimum number, what are the consequences? Can the Board conduct business if the minimum number requirement has not been met? (This is not a question about quorum.)
  5. Our constitution tasks the president with appointing a number of "general staff" positions, and the Executive Board with appointing a number of "independent staff" positions. The constitution does not specify the term for such positions, nor a procedure for removing staff. Can the president unilaterally remove general staff, and the executive board independent staff? I know RONR says that a president with the authority to appoint committee members may also remove them, but I'm not sure if that applies to other things as well. Here is a link to our constitution. Articles 7-9 are particularly relevant: https://docs.google.com/document/d/1HasJflfN5CKSqdEz0n3ihdK3cgq6-3ooyuBq0pFllRs/edit?usp=sharing Edit: the staff are not paid, there are no contracts, and the organization is not incorporated
  6. I am in the middle of putting together a presentation to the Board I sit on (youth sports organization) regarding the fallibility and pure danger of "co-anything," as our Board currently has this issue -- two of its board positions are being shared (and have been in the past). Our By-Laws are silent as to shared positions (specifically it states, "The Board of Directors shall consist of seven (7) members; the four (4) elected officers (President, Vice President, Secretary, and Treasurer), the Cheerleading Commissioner, the Football Commissioner, and one (1) member-at-large..."). The positions currently shared are Vice President and Cheer Commissioner. I have done some extensive research into what is admittedly a new world for me and thankfully came across this forum in the process. I have read many, many of the posts and subsequent comments and gained a wealth of information. We have other By-Law amendments in the works and will be taking it to a special meeting next month. That being said, outside of RONR pg. 176, Mr. Stackpole's brilliant and well-written essay that I found linked on this forum, are there any other articles or directions someone may want to point me in to help me obtain a bit more information before I present this to the Board next week? Much appreciated!
  7. Our by-laws say: "The majority of those members present and voting shall decide any question, unless the bylaws specify otherwise." There is a motion pending in 2 parts. Part 1 says the second one shall pass with 80% voting for it. And then there is a motion that, if the first were passed, would require 80+% to pass. Is this allowed? Can we pass a special one time rule that goes against a sentence in the by-laws.
  8. In the By-Laws some items say as defined in policies and procedures. Is this a good way or should item be completely defined in the by-laws. If By-laws are amendment and sent to the IRS do you have to include the policies and procedures?
  9. I am part of a small Association started 150 years ago. We are a non-denominational Christian campground. 3 years ago we presented by-law changes at our Annual Meeting with the plan to have a year to review and then vote on them. The president took no action on them. The President has recently appointed another group to begin putting together new by-law changes. Is this allowed under Roberts Rules? My interpretation of Roberts Rules is that before new by-laws can be proposed the original changes that were proposed 3 years ago must be voted on at the next Annual Meeting. Hoping for some answers quickly since we have a meeting tomorrow.
  10. What should the date be on the front cover of an organization's Constitution and By-Laws?
  11. I have a quick question. I know that a By-law which creates a rule of order can be suspended, just like any other rule of order, however would the organization, when creating such a By-law (or series of By-laws) could not add a statement that "Any Rules of Order found in theses By-laws cannot be suspended." I do not see a reason why this would not be allowed, especially as the By-laws would supersede anything found in RONR (in this case the rule about suspending rules of order.) I am thinking that any such statement would be acceptable, but I thought that I would ask for feedback. Thanks for any feedback.
  12. 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!
  13. Our HOA was incorporated in 1982 but our By-laws were never signed or recorded. . In 2009, the BOD was informed of this fact. Needless to say this anomaly was never corrected. The recent BODs do not follow the By-laws especially Voting procedures and Fiscal Management responsibilities. My question is: Do we even have valid By-laws? Thank you, in advance, for your opinions.
  14. Our organization was recently formed and we have prepared By-Laws for the organization What is the requirement for the organization's Officers and Dierctors (and general members) to sign/acknowledge the By-Laws?
  15. We will be voting on several amendments to the constitution & by-laws at our next meeting. Do they have to be voted on one at a time or can we approve all the amendments with one motion?
  16. Guest

    By-laws broken

    If a fire deptmen has by-laws in place and the are some of the by-laws broken does it make the bl-laws all null and void. I feel all the by-laws should be followed and if some are not followed why do you have to follow them all the should be null and void and we should have to revert back to the Roberts rules of order
  17. Guest

    By-laws broken

    If a fire deptmen has by-laws in place and the are some of the by-laws broken does it make the bl-laws all null and void. I feel all the by-laws should be followed and if some are not followed why do you have to follow them all the should be null and void and we should have to revert back to the Roberts rules of order
  18. Guest

    By-Law Question

    Our HOA has by-laws which are state mandated to follow Roberts Rules. There is no mention, provision or prohibition regarding the President having the ability to appoint a committee. The covenants are also silent on this. The President has appointed an Architectural Committee. Is this a valid appointment, a voidable appointment, or do the bylaws have to be modified?
  19. The current by-law for amending a by-law of our non-profit corporation states by majority vote. A proposal to amend this to state by 2/3 vote at the annual or special called meeting quoting Robert's Rules and section 615 of NYS non-profit laws was not passed because the majority of the Directors and the present voting members believe the simple majority is the way to get things done. Is there any other way to change this to protect the minority of our corporation which is 49 owner/members total?
  20. Guest


    FACTS: Our bylaws state there shall be "no less than 3 nor more than 5" Board members. There is nothing else in reference to this statement in the bylaws, covenants, state statutes, etc. We had our annual meeting. During the election process, prior to nominations, a motion was made and passed to limit the size of the Board to 3 people. Three people were ultimately elected. An outgoing Board member said this was illegal, based upon the wording. He contends that despite the motion, if 5 people ran, all five would be elected. Others believe that if 5 people ran, only the top 3 vote getters would serve. QUESTION: Was the motion limiting the Board to 3 people for this year, valid and legal?
  21. Guest

    Regular meetings

    According to the by-laws of our club, we are to have monthly executive board and general meetings. In place of a general meeting, we have a special event scheduled. Do we have to have some sort of meeting? If so, what would constitute a meeting? If not, can we skip the meeting and go on to the next month? Or, can we call the meeting to order and adjourn it until the next month?
  22. Guest

    Suspending by-laws

    Our bylaws state that "all questions of parliamentary procedure not provided for in these bylaws shall be conducted under Roberts Rules of Order". They also require public notice of seven (7) days preceding the day fixed for a Special meeting. Because he was wanting to expidite the appointment of a committee member who couldn't be voted on that night, our moderator said he was suspending (per Roberts Rules) the bylaw of 7 days notice and giving a three (3) day notice of a Special business meeting. Our bylaws have no provision anywhere for suspension. Is this allowed under Roberts Rules?
  23. Every few years we elect members to a standing committee that has 6 people on it. Since terms on this committee last for two election cycles, we never have to replace everyone at once. Typically we have three openings, and exactly three people who run, so they all make it on. This year we have four openings and seven people running. Our by-laws are silent on voting methods/requirements, so here is the question: some have suggested that on the ballot we should only be able to vote for four of the seven, since there are four spots open. Others have said that Approval Voting is more standard in this scenario, where you can vote for as many people as you would "approve" to fill those spots. Is there a default? We usually do a ballot vote, so the wording on the ballot is crucial here. Again, in the past, these two methods would have looked identical because the # of candidates equalled the number of slots. In either case, how many votes would each person have to make it on the committee? Would it simply be the top four vote-getters, or would each have to receive a majority of votes cast to be on the committee at all? (6 is the max # on the committee, but it is not required). It seems that with Approval Voting, you are more likely to get more candidates to reach that majority threshold. Help! Flipper92
  24. Our By-Laws, after amendments are made, are presented to our Board of Trustees for approval. After accepting said amendments, the new By-Law amendments are subject to review by our membership. Our membership can vote to veto any or all of the amendments that were adopted by our Board of Trustees. One of these recently adopted changes the calendar that our BOT is voted into office. MY QUESTION...if the membership vetoes this amendment, does this "throw out" the existing BOT's?
  25. Hello, I need help interpreting the by-laws and the section of our HOA's CC&Rs that deals with how a person gets elected to the HOA board. I could also use some help interpreting the 'removal of a board member' language... It's all very loopy and I find myself wanting to write out a flowchart or diagram just to separate the language, and I'm still not sure that would do it. I can send a screen shot, if anyone feels terribly generous and doesn't mind being bored stiff by the extra dry material. I'm also willing to type it out if needed... About half of our current HOA board is either corrupt, clueless or senile, and they really need to go. I have two months to try to help make this happen.
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