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Found 198 results

  1. 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.
  2. 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?
  3. 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?
  4. 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.
  5. 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.
  6. 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.
  7. In its bylaws a nonprofit has chosen Robert's Rules for parliamentary procedure. A vacancy has occurred in the position of Chair. The bylaws state that the vacancy shall be automatically filled by the sitting Vice Chair. Now a majority of the directors are ignoring the bylaw succession provision and are attempting to hold an election to fill the vacancy citing Robert's Rules as their authority. I was the Vice Chair and upon the resignation of the Chair I sent notice to the directors that pursuant to the bylaws I was the new Chair. I believe that Robert's does not apply and that the bylaw controls. Discussion?
  8. Our group is having a difference of opinion about our bylaws language. Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws. "Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meeting. The meeting notice must include the time, place, and agenda of the meeting. No business other than the stated agenda of the official meeting notice may be acted upon at a special meeting. A majority of the Board of Directors must be present electronically or physically to conduct business at such special meetings." The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place. The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later. 1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda? The agenda items sent by the board members are items required in the bylaws that are not being carried out by the leadership. 2) Can the Chair prevent the group from meeting on the date set by the group? 3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable? Thanks for your help.
  9. Guest

    Overriding Bylaws

    Our bylaws state a process for assigning the roll of the president. It does not state what to do if the president cannot fulfill there role. Can we override the bylaws by a vote of the board?
  10. 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?
  11. Guest

    Bylaw re-organization

    Our organization has a main organization, and several sub-divisions - not committeees, but divisions having their own meetings and programs. We would like to re-order our current bylaws by inserting a new article for these sub-divisions. The article would contain all sections pertaining the sub-divisions; where a section refers to both the main organization AND the subdivisions, the section would be copied into the new article on the subdivisons, while still remaining in the main organization. No sections would be added, and none deleted. Can we do this by a simple proviso, similar to one which would allow spelling or grammatical changes to be made?
  12. A few years ago our organization voted to establish a series of special funds for specific purposes. They all require a vote of the membership to use those monies for a purpose different from the purpose for which they were designated. At the same time we voted that two of these funds should require a two-thirds majority to withdraw or reallocate funds for any purpose. It was specified in the adopted Standards and Practices that day that an amendment to the bylaws would be required. In the years since, the bylaws have not been amended. Our bylaws state: The latest edition of “Robert’s Rules of Order” shall be used as a guide for the conduct of all Church business meetings, except in those cases where such rules conflict with these Bylaws. And that amending the bylaws requires lots of prior notifications and “two-thirds majority of votes cast.” So, can a motion requiring a two-thirds vote for a specific action of the membership be approved by a simple majority? If the chair wished to enforce the two-thirds requirement, could a special rule be established? Thanks in advance for your kind assistance.
  13. We are building a new organization after the official dissolution of our previous group. We (the previous Org Board) have developed new bylaws and are presenting for vote of members in the new organization at a Conference in the summer. We want to request the members to vote on the new Bylaws as a whole entity without any amendments being made at this Conference. We would like proposed amendments to be considered by the members and groups though out the new fiscal year and to be presented and considered at the 1st Annual Conference of the new Organization in 2019. Can this be done? How? We prefer not to do the discussion "seriatim" but have been unable to find a way to have the entire document considered by the members before the Conference and voted on "in total" at the business meeting at the Conference. Any suggestions?
  14. Hi everyone, Here is the situation I am in need of help untangling: I am part of an organization undergoing a full bylaws revision (I am a member of the Rules Committee that’s tasked with the job) and some of the most extensive changes are related to how our committees function under our proposed bylaws. Specifically a couple committees are having their composition changed significantly (going from a membership that is determined by election to a specific office to a more general appointment in one case and diversifying who appoints to the committee as well as adding members in the other). Our other committees membership are changing as well though to a lesser extent. How the chairs to these committees are appointed (by the organization’s chair) is changing as well, as it will now require the ratification of our executive committee in addition which is a requirement that has not existed before this. One committee that was previously presided over by an officer is being replaced with a non-officer ordinary appointment as well. My question is that, if passed at our upcoming meeting would the various committees need to be reappointed? Would the chairs need to be reappointed as well since they no longer qualify For the new ratification requirement though they were appointed under the previous bylaws? I know that a proviso grandfathering the current people in would clear up the issue but it’s not guaranteed to be available due to the seeming imperviousness of members of our organization to RONR and so what I really need to know is what happens to current office holders when a revision is implemented that doesn’t address it specifically. I know that seems a little crazy but I need to prepare in case this overhaul succeeds however reckless and poorly worded it may be. >< Thanks in advance!
  15. Article VI of the By Laws for my incorporated Homeowners Association, "Parliamentary Authority," is missing the "not" found in the RONR model - "The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Association in all cases in which they are inconsistent with these Bylaws or those of the Articles of Incorporation." (emphasis added) ... i.e., versus the more logical model, "in which they are not inconsistent" (emphasis again added) At the very least, this seems to set up an endless loop with respect to parliamentary authority itself: our bylaws defer to RONR, which defers to our bylaws, which defer to RONR, et cetera. As crucial if not more so, since our bylaws are near-silent on removal of a Board director, this parliamentary authority construction of ours seems to point us very heavily to Chapter XX of RONR (11th ed.) . . . which was completely ignored by the Board in an effort this past month to remove one of our directors from the Board. Back to our bylaw on Parliamentary Authority, I have two questions -- (1) As it stands, does our bylaw on Parliamentary Authority even have any force whatsoever, since it seems openly inconsistent with RONR, but then by its own terms would itself be stating that RONR is thereby applicable . . . ? (2) If we were to decide to "correct" this particular bylaw to include the missing "not," would we need to go through the full process usually required for amendment of a bylaw? or can a case be made that ours is an error as obvious as a misspelled word or a missing comma (although even those errors are not necessarily incidental)?
  16. Guest

    Presidential Authority

    My volunteer organization operates off of a written constitution and bylaw book. I have a question which breaks down into several parts, all around the authority of the President. Our books clearly outline the responsibilities and duties of all officers and members. We have stipulations for membership which directly relate to benefits after a certain time period, basically if you do your duties for the required amount of time you’ll have less requirements after 7 years and then again after 10 years. Should you not perform your required duties, you suffer a loss of credited time which will need to be made up before being able to have less responsibilities. At our last meeting, our President basically wiped the time clean for those members who owe time going back to 2014. There is nothing in our books that state this is permissible. I’m looking for some specifics from RROR that I can cite at our next meeting and not simply “They can’t do that” answers. Any and all help is greatly appreciated.
  17. Our bylaws contain this paragraph: The problem is that "Caucuses" should have been "Caucuses and Clubs", but it was left out of the bylaws during a recent amendment. We're working on getting it put back in. In the meantime, though, I've received this question (as chair of the Bylaws Committee): "If the Steering Committee would agree to allow the club presidents to vote until we change the Bylaws, do you see any obstacles to that?" I know that allowing those who are not members of the assembly to vote is prohibited, but how does it apply to the committee specifically? Everyone involved (as I understand it) is a member of the assembly. TL;DR: Can the committee (or the assembly) give the ability to vote in the committee to those who aren't explicitly included as committee members?
  18. Guest

    Bylaws

    Large organization with constitution has four departments each with bylaws. One of these departments divides for functional reasons-too unwieldly to govern as it had grown exponentially but this department still has some functionality that must be under one umbrella. Two departments emerge with bylaws. In reality they perhaps either need one set of bylaws with addendums or perhaps these two need a constitution with separate bylaws? any thoughts? further in the two new departments there needs to be a clause describing porportional voting such that one is still much larger and by number would have more votes. Again, these two have reason to have some joint rules - voting for one. Although 80% of the work is done as independent departments they can not be completely severed. thanks for your thoughts on either
  19. The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year. Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws? If so, how do you refill positions without the organization ceasing to exist?
  20. Our social club has had a pretty rough start to the new year. Our bylaws state the Executive Board must have a quorum of 5 to vote and in order to have our general meeting you must have 4 board members to open the meeting. Our VP resigned two weeks ago and our Past President resigned last week. Last night our newly elected President wanted to appoint a new Parliamentarian, VP and Past President, just before the board meeting, we had another executive board member resign (Sergent of Arms ), leaving them with 4 executive board members- no quorum-no votes. Just before the general meeting, another executive board member resigned (Treasure) leaving them with 3 executive board members- no general meeting. Our attorney (who is a member, our attorney for the executive board & mediator) adjourns the meeting and said he must review Robert Rules and thinks we must now have a new election. Any input would be greatly appreciated.
  21. I'm working on a bylaws revision. One of the items regards the terms of officers. What has traditionally happened is that at the annual convention, the elections for officers are held. The new officers do not take office immediately, but instead take office at the adjournment of that annual convention. Technically, this means that there is a "lame duck" period, but it's usually just for an hour or two. It also means the presiding officer does not change midway through the convention. I am trying to incorporate that custom into the bylaws. What I've tentatively written is this: C. Officers shall be elected at the annual convention and shall take office at the adjournment of that convention. The term of office for all officers shall be from the adjournment of the annual convention at which officers are elected until the adjournment of the following annual convention or until their successors are selected. Elections for officers shall follow the procedure for single-member elections as specified in the Convention Rules. D. Any officer who has been elected or appointed to fill a vacancy for the remainder of a term shall take office immediately, and shall hold that position until the adjournment of the following annual convention or until the officer’s successor is selected. The "or until their successors are selected" is there so that vacancies don't cause a mess (based on RONR's suggestion). I use "selected" because there's both an option for appointing an officer to fill the remainder of a term and an option for a new election to be held. This language makes sense to me, but I could see someone suggesting (perhaps if they strongly dislike one of the current officers) that because the successors have been selected in the middle of the annual convention, that they should take office immediately, despite the other provision regarding the term starting at the adjournment of the annual convention. Am I reading too much into this, or is this a legitimate concern? Is the wording I've proposed adequate?
  22. If an organization has this scenario: (1) The existing Constitution/Bylaws provision regarding notice for Constitution/Bylaw amendments are a bit inconsistent and perhaps open to differing interpretations; (2) The Constitution & Bylaws Committee proposes a complete revision of the Bylaws (replacing both the existing Constitution & Bylaws with one new document, a set of Bylaws), which is then adopted by the assembly; (3) The new Bylaws specify that a one-month notice will be given to members regarding proposed Bylaw amendments, and all proposed Bylaw amendments must be submitted to the Bylaws Committee (for discussion/modification/etc.) one month prior to that deadline for the notice; After the revision is complete, are amendments to the Bylaws at the convention in order if they meet the old Constitution & Bylaws requirements for notice, but not the new requirement? FYI, the relevant provision in the current Constitution re: the amendments and notice states: "... such amendment be made available in writing to convention delegates with enough time to consider the amendment. Publication in the newsletter at least a week before the convention shall always constitute sufficient notice." No newsletter exists right now, so that doesn't help the situation. I don't know what people would consider "enough time to consider the amendment" (one of several reasons the Bylaws are being revised).
  23. If an assembly is considering a revision to the bylaws, and we are considering it by paragraph, is it acceptable/appropriate to ask for unanimous consent on some sections that are simple and likely uncontroversial? (e.g. the name of the group, the clause re: parliamentary authority, etc.) I don't think it should be used for anything complex, and I also don't think it should be used if there is ANY debate at all on the issue (other than the initial person from the committee speaking in favor of the section). But for the simple and basic things, it could help us save some time. I ask the question because obviously bylaws are of critical importance, and I don't want to appear to be rushing through anything.
  24. Hi all, I am part of a committee that is working on some major changes to my organization's primary and secondary documents. We are planning to (mostly) merge the two documents together, and also create some other secondary documents. The way we are planning to do this is to take the existing Bylaws (the current secondary document) and redistribute its language into other documents. Much of the language will be placed in the Constitution, some of it will become Special Rules of Order, and perhaps a small portion will become Standing Rules. The Constitution of the organization will then be renamed to become the Bylaws of the organization. Part of my concern is with an existing constitutional provision regarding amendments. Currently, the process to amend our Constitution requires a 3/4 vote. However, based on my understanding of RONR, this is not actually an amendment but is instead considered a revision, in which case the entire document (the Constitution) is open for primary & secondary amendments. Right now, our tentative plan is for the committee to present a somewhat complex motion to the assembly to move the contents of the Bylaws into the other documents, eliminate the existing Bylaws, and rename the Constitution to be the Bylaws all in one motion. The questions I have are: * Does the motion require a 3/4 vote, given the procedure specified in the constitution, or is a 2/3 vote sufficient? * Would we be able to suggest that Division of the Question is out of order, given the fact that we are entirely eliminating one document and redistributing its contents elsewhere? * Is our complex motion the proper way to proceed, or is there a better way to do this? Any advice you can offer is appreciated. Thanks much for your help.
  25. Given the current political climate, the question of procedures for handling accusations of sexual harassment within our group has come up. (It should be noted that the discussion is hypothetical at this point, as nobody has been accused.) As I understand our bylaws, they only contain explicit discipline requirements for violations of the loyalty oath and for excessive absences from meetings. If (again, hypothetically speaking) we had a member who had sexually harassed someone else, can we specify that as a charge for a trial, or is the lack of a cover-all "members shall not do stuff that makes us look bad" clause in the bylaws going to cause problems?
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