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  1. This relates to a bylaw add- specifically to reimburse delegates who attend conferences. There is nothing presently stated anywhere. Should the change be added to as a bylaw or to the manual of standard procedures? What should the header be? Delegates are required and being reimbursed. Thank you.
  2. Greetings! This sounds like a bylaw question, but please bear with me! Our organization’s bylaws state that, in order to be eligible for nomination, a person “must have attended 12 meetings in the previous 12 months.” We also have a provision against “write in” candidates. We also have a provision which states RRONR is the authority for anything not specifically addressed in the bylaws. Due to state restrictions on gatherings due to COVID, our April, May and June meetings were cancelled (because we were not permitted to meet). The issue: How can a nominee attend 12 meetings in the previous 12 months, if we only held 9 meetings (Due to COVID regulations imposed by the state)? Our bylaws do not address this possibility in any way. It would seem there is no way to hold an election! Unless the missing meetings are somehow regarded as... Cancelled due to an “Act of God” or something similar? Or do we regard the meetings as “adjourned to a future date” and proceed 3 months hence? I am truly at a loss. Does RRONR address this situation? Failing that, could I inquire as to how other organizations might be addressing a similar issue? I thank everyone in advance for their assistance! Hal
  3. Our legal counsel determined and told us that a certain bylaw item is now illegal according to Federal law. (It prohibits members from soliciting clients of other members). How do we expunge it? Do we need to pass a bylaw amendment to remove the offending item, or may we remove it by relying on legal counsel, and on the prohibition on having any bylaw that is not allowed by higher laws, or contradicts higher laws? Thank you. yoram
  4. Currently the club I belong a few of the board members are proposing amendments to the bylaws that take away all membership voting rights contained in our bylaws, leaving all decisions in the boards hands alone. Also proposed are extending unlimited board (officers/directors) terms at their discretion and taking out the provisions of informing the membership of meetings/agenda. Currently, even though our bylaws state they must provide time/date, agenda and post minutes of meetings, they provide us none of these items. It is my understanding, that this goes against parliamentary rules in general. In addition, I believe I read in RONR somewhere (cannot find it now) that an exception to majority rule was that 2/3 vote from the membership is required for any bylaw change that takes away members rights. Is this true? Is it 2/3 of the quorum required or total voting membership? I also believe, I read in RONR that people (our board) "should" refrain on voting on these changes because they are self serving. Can anyone help us to prevent this by furnishing proper citations and proper procedure from RONR to strengthen our arguments against this? We are at a loss as to how to proceed to do this to keep our rights as voting members. 2 of our current board members are against these changes and furnished some of our members copies. These board members told us they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people. Did I mention that the bylaws committee is only comprised of 2 board members? HELP!
  5. Our organization holds an annual conference/meeting in which the elections take place for the open board officers during that time. This year we have had to cancel due to COVID19. Several members of the board have stated that due to the fact that our bylaws state "we shall hold an annual meeting" that statement holds us to having a meeting of some kind. They are suggesting to fufill that obligation by calling for email nominations and votes for the open board positions. I am asking that all elected officials stay in their position for the duration of this year until an official meeting can be conducted in 2021. Due to strict time restraints we must have our annual meeting in June. Any suggestions or comments would be extremely helpful. Thank you
  6. Hi all, My union, which is constitutionally bound by RONR, is gearing up for its annual meeting involving bylaw changes. The constitution requires a 14 day notice for any proposed bylaw change. Proposals have been submitted and announced to the membership, however, the union leadership is stating the debate and voting on the proposed bylaw changes can exceed what was originally announced 14 days before the annual meeting. I tried, and failed, to explain "scope of notice" and its purpose in protecting the rights of absent members. What section/chapter is "scope of notice" stated in RONR?
  7. We are a Country Club and want to run a pilot program to attract new members (they would pay a reduced rate during the pilot program). The program would last for less than a year. We do not want to amend the bylaws to create this temporary class. Can we go to the membership, and and ask them to approve this pilot program, with the proviso that if we want to extend the program we would have to come back next year and get a bylaw amendment approved. We are willing to meet the by-law requirements regarding quorum and voting percentage, we just don't want to change the by-laws for a short term experiment.
  8. 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.
  9. In Robert’s Rules on page 250 there is a statement that says: “a rule in the bylaws requiring a vote to be taken by ballot”. If there is a rule in our constitution that states this requirement but is not in the bylaws, does this still apply? I have been challenged that this doesn’t apply since it is not mentioned in our “bylaws” that a ballot is required but only in the “constitution” of our organization that this is stated therefore the Robert’s Rules statement doesn’t apply. How do I explain that the use of the word “bylaw” in Robert’s Rules includes anything in a constitution as well and not only a bylaw? Am I wrong?
  10. RONR states "Subcommittees must consist of members of the committee, except when otherwise authorized by the society in cases where the committee is appointed to take action that requires the assistance of others" (p. 497, ll. 16-19). If an assembly changed their bylaws regarding subcommittee membership to only read "Subcommittees may consist of assembly members who are not on the committee," does that eliminate the requirement that nonmembers of the parent committee must be authorized? It seems to me that the second clause of the RONR statement above might still be in effect, and the amended bylaw can be read to merely affirm what RONR states: that subcommittees may consist of members not of the parent committee.....[if they are authorized by the assembly].
  11. So if a bylaw is interpreted one way by the chairperson during a meeting but then later it is proven that the original intent of said bylaw is different than the current interpretation, what if anything can be done? Which takes over? The original intent or the current interpretation? And if its the original intent, can you go back and change the ruling on the floor?
  12. Hello, I have two questions. 1) What is the proper protocol for removing a board member that is not an officer. There are a few different reasons why. 1) the board member is not responding to emails 2) they are not following their duties, i.e. they are our publicity chair and not posting anything on social media or sending out emails for events. 3) They have an overall poor attitude towards the board and are constantly causing conflict because they do not care for the current board. How do we handle a situation like this and if we must vote them out what is the proper way to do that. 2) The previous board wanted to vote on bylaw changes at a general membership meeting. 1) They did not provide a copy of the bylaw changes for the membership, in fact they provided a copy on the website in a "members only" section that was only accessible with a password. Not only was there no email informing the members where to look on the website (i.e. members only section) but they were never provided with a password to access them. 2) The current bylaws were removed from the website 3 days prior to being voted on so there was at least 2 days where they were not accessible until someone complained. 3) They were not voted on properly by the membership according to current bylaws or Robert's Rules. 4) After the subsequent vote took place, the changes were never updated by the current board to the general membership. Based on this, the next years board voted that the bylaw changes were null and void based on being done so incredibly wrong. We want to make sure that the new board's vote to do this was the correct move. We felt that this wasn't even an instance of "repealing" bylaw changes because they were never actually changed. Any help would be greatly appreciated! VP
  13. Greetings! Please bear with me – this explanation is probably going to be longer than it needs to be, but I want to be sure I explain this correctly. My organization has two (2) levels of “membership”, as described below: <Primary> members: What would be thought of as “full” members. <Primary> members elect <Organization> officers, approve Bylaw changes, set <Organization> policy, and (in point of fact) are “owners” of the <Organization’s> facilities. All <Organization> business comes before the body of <Primary> members, and is ultimately disposed of at that level. <Secondary> members can only be accepted for membership by vote of the <Primary> membership. All privileges permitted the <Secondary> members are granted by, and may be revoked by, the <Primary> members, without exception. <Secondary> Members: Essentially members of a strictly “social” nature. They are free to make use of the recreational facilities owned by the <Organization>, and are permitted (on occasion) to select such things as a particular Band (or request a specific type of music), or perhaps they might select a particular “prize” to be given away in a raffle (*This* item rather than *that* item). <Secondary> members are not permitted to attend <Primary> member meetings, (They have neither voice nor vote in the operation of the <Organization>) They do not elect Board members or modify the bylaws. The <Primary> members hold a meeting of the <Organization> on the second Thursday of every month. This is the “Regular Meeting” of the <Organization>. <Secondary> members are not permitted to attend. There is a “meeting” of the <Secondary> members on the fourth Thursday of the month. No actual <Organization> business is transacted. They are informed of any changes made at the prior <Primary> meeting (if such changes would affect the <Secondary> members.) The <Primary> members may attend this meeting if they so choose. Most do not attend. To help in my explanation, here are three (3) excerpts from our bylaws: <Excerpt 1> NOMINATION AND ELECTION OF OFFICERS The nomination of officers will take place in September and October. The election of officers will take place in November and the installation of the new officers will take place in December of each year. The election shall be by secret ballot and majority vote of <Primary> Members present. <Excerpt 2> <SECONDARY> MEMBERSHIP DUES AND PRIVILEGES <Secondary> Members will be permitted to join the <Organization> by paying an initiation fee and dues. The amount of the initiation fee and dues are determined by the Governing Board. They may vote on social activities in the social quarters only. They must abide by <Organization> rules, Constitution, and By-laws. <Secondary> Members do not have equal privileges to <Primary> members. <Excerpt 3> When an officer of the <Organization> is absent for three consecutive regular meetings without being excused by the <Organization>, the President shall declare such office vacant and order an election to fill such vacancy. <End Bylaw Excerpts> (Please note: To excuse an officer from attendance, a vote would be taken at a <Primary> member meeting. The <Secondary> members would have NO input on this issue whatsoever.) And now – finally – the issue at hand: Regarding “Excerpt 3’ (above): A very small, yet vocal minority, has suggested that a vacancy spanning three meetings should be interpreted as “any” three meetings. Essentially, <Primary>, <Secondary>, <Primary> being the “three consecutive meetings”. I respectfully disagree. Since no actual business can be transacted at a <Secondary> meeting, I believe it is closer to a “Social Committee” meeting, or perhaps simply a “Social Event”. It does not constitute a “regular” meeting of the <Organization> It is my interpretation that the three consecutive meetings referred to, are the “Primary” meetings. As such, an officer would need to be absent for 3 consecutive <Primary> meetings (for all practical purposes, 3 months) for a vote to be required to fill the vacancy. So, the actual question: Is my interpretation correct? I thank you all in advance for your most valued opinions! Hal
  14. Guest

    Suspension of rules

    Our bylaws have a restriction of not accepting nominees on election night. On election night one more popular candidate became available. I made a motion that "the bylaw which excludes nominations on election night be suspended". The motion carried almost unanimously. Now a member is questioning the ability to temporary suspend this bylaw item. Did I do wrong? BTW, the candidate in question lost. And last year I attempted to delete that bylaw restriction, but it got lost in procedure.
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