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Found 190 results

  1. 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?
  2. 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?
  3. 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?
  4. 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.
  5. 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?
  6. 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!
  7. 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)?
  8. 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.
  9. 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?
  10. Guest


    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
  11. 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?
  12. 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.
  13. 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?
  14. 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).
  15. 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.
  16. 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.
  17. 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?
  18. I'm working on several amendments to the bylaws of an organization I belong to. Some of these amendments involve either striking sections or introducing new sections. Of course, this will require renumbering of sections. So, there are some questions: Would it be overstepping bounds to include a form of the verbiage from p. 599? Would this let us renumber and fix references in one fell swoop? (Assuming that the former would be overstepping: ) If I move to change the numbering of the remainder of the sections, do I need to explicitly list all of the numbers that are changing, or can I move to renumber the sections? Likewise for cross references: if there is a reference to (e.g.) section, and that section gets renumbered to, will I need to explicitly list the existing references and the new section numbers?
  19. Guest

    election dates

    If the byLaws require an election in January, can the Board vote to move it to March?
  20. Our association elects a new Vice President every year in late spring for a one year term. He/She then automatically elevates to the position of President the following year. The current VP is thinking of taking a job beginning Fall 2018 that would preclude his ongoing membership in the Association, which means he would also not be able to serve as President next year. Under our Bylaws, any vacancy in an elected position can be filled by President, with the approval of the Executive Board. There are no provisions for special elections, and we have never had a President who was not Vice-President the year before. Assuming the current VP accepts the new position: 1. If he does not resign before the end of this year, does the membership or President even have the power to replace him before his term ends? 2. If he does resign before spring elections, is it proper for the President to appoint a replacement, given that the new appointee would then become president? (the concern is having an unelected President who would have been VP for just a few weeks before elevating to President). 3. Alternately, can we hold a special election to fill the position of President for next Fall, and can we place any restrictions on who may run (e.g. "only past presidents" since they would not need the training that comes with being VP the previous year). Thanks! Paul
  21. I am VP of a local organization. Our purpose is to raise funds for a fire department. At the last quarterly membership meeting the President read aloud a contract he signed giving away ownership of our only 3 buildings. He did not fully read the contract. Many yaddah yaddah yaddahs. This came as a surprise to myself and the Secretary. Previously we had been approached by another organization for them to take ownership of our 3 buildings while we still owned and operated everything inside. The board decided to have the corporation vote on going forward with negotiations. Really shouldn’t have been a decision as the state statutes require a corporation vote on the sale of assets that are not a common part of an organization’s business. And that something of this magnitude belongs in the members hands. The minutes of the members meeting state: “ A motion was made by NAME to accept the NAME (other organization) offer to take ownership of the buildings and allow the Executive Board and NAME (President) to negotiate and sign the terms of transfer of ownership to the buildings on behalf of the corporation. NAME seconded the motion. All were in favor, no one opposed.” State statutes do not allow for even the board to make this decision. (Just learned that.) So the motion goes against statutes which makes the motion null and void according to RONR. Correct? Also, the motion itself says that the board and the president will negotiate AND sign the terms of transfer of ownership. So in that case would the contract be null and void because even the motion itself (had it been valid) was not carried out since the board had no opportunity to see the contract before it was signed, and thus did not sign it themselves? The bylaws do not give any 1 individual this level of decision power. Signing that contract before anyone else saw it was in effect making a solo decision on the matter. Which goes against the core of any democratic organization. I made a motion at the last board meeting to have both the board and the corporation vote on said contract. I was given the information above as reason why no votes needed to be taken. Two people said nothing. Both had previously let me know they were not happy the contract was signed without our knowledge. 5 people told me the above plus a special meeting we had (to have the members vote) again as reasons no votes need be taken. Honestly, I think the minutes have been altered. I do not remeber the motion being stated that way. Was never given a copy of those minutes until I questioned the procedures on this contract, so I have no way to check. The person that seconded the motion also does not remember it being stated that way and states they “would never have seconded a motion to accept the offer. I was expecting a final negotiated contract from the board to be voted on by the members at the meeting where we were instead surprised by the signing.” I do not know yet if my motion was recorded in the minutes. I will only know when the minutes are read this coming Tuesday. (They are not sent out to anyone but the President from the Secretary.) To my knowledge every motion is to be recorded in the minutes. That’s why I made sure to make a motion rather than include it as part of the informal discussions. In my head this all makes sense. Procedurally from two different In my head this all makes sense. But I need someone outside my organization to show me any flaws in my logic. Am I right here that the motion is not valid for either of these two reasons? What motion and when do you think I should make it to bring this to the attention of the membership? (Sorry still new at this and we don’t seem to be following RONR very well so my experience means very little.) And considering the person that did this is the person whose job duty states they are to make sure we follow all procedure, am I wrong for wanting an investigation as to why this happened? And possibly call for a vote to remove them from office should willful misconduct be shown? If a District Attorney wanted to, there is potentially a crime here. The man gave away property that did not belong to him without the organization that owns it giving approval (in the form of a member vote) to the terms which also doen’t approve the asset transfer.
  22. I'm on the board of a non profit with bylaws that don't address the process for amending them. There's an immediate to amend one of the bylaws within the next 12 days. It's my understanding that if we have an isolated bylaw change we can handle it as we would a motion to" Amend Something Previously Adopted." Since timing is critical and there isn't time to send a notice it would take a 2/3rd vote to pass the change. I expect push back and wanted validation on this plan.
  23. In the organization that I am a part of, we have a section of our bylaws that state the qualifications to hold/be nominated for a certain position. In these qualifications it references an outside guideline that our organization chose to adopt many years ago. It recently was brought up that there were several folks in these positions that did not meet the qualifications to hold/be nominated for that position because a certain qualification was supposedly stated in this outside guidelines however it was not specifically stated in the language of our bylaws. Recently it was enforced with one individual who is currently holding one of these positions and another individual who was trying to be nominated that they were not qualified to either be nominated or hold this position. Through research into this outside guideline and the history of it. It was determined that this outside guideline actually never stated anything about this certain qualification. It seems that most folks just assumed it did and were mis lead by those who were supposedly "parliamentarians" and experts on this outside guideline. My question is now that new information has come to light can either the organization or the Board of Directors of the organization go back and right the wrong?
  24. I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. In addition, our bylaws state that the headmaster shall serve as an ex-officio member of all committees. We have recently received a recommendation from one of our accrediting bodies that that the headmaster should serve as a non-voting ex-officio member of the board. 1 - Is it best practice (or acceptable) to limit voting rights of an ex-officio member? 2 - Can an employee of the board be a member of the board?
  25. I am on a board of trustees for a school (PreK - 12th) which operates as a ministry of a church. The headmaster of the church reports to the board and is hired and fired by the board. The board reports to the vestry committee of the church. Our bylaws refer to the bylaws of the church. Is this an acceptable practice? Should the bylaws of the church always be included as an attachment to our bylaws? Or do we have to include the relevant parts of the church's bylaws within our bylaws? We receive a critique of our bylaws stating that the reference to the church's bylaws "compromises clarity of the duty of the Vestry in this school related role". Any advice here?