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  1. Anyone have experience with Honest Ballot? What role to they play in elections - Secretary for that meeting? Election inspector? They are offering an "online voting" option for my HOA election. Bylaws only allow "written ballot". NYS law also does not appear to allow this for an in-person meeting. They make no mention of this online voting being a type of proxy. Any thoughts on this or other way this would be authorized?
  2. The bylaws state that at the initial meeting one board member will be elected for a term of one year, one for two years, and one for three years; (thus setting up a staggered election cycle so not all positions come up for re-election in the same year). The bylaws state further that “and at each annual meeting thereafter, the members shall elect directors to each vacancy for a term of three (3) years.” The number of directors was increased to 5, with a cycle of 2/2/1 (two coming up for re-election in year one, two the next and one the third year. Members have voted to again increase the number of directors to 7 and the board wants to set the terms for 2 years to maintain the staggered cycle because if they use the 3 year term as stated in the bylaws it would result in an election cycle of 1/2/4. Can they fix the term to something other than 3 years? Bylaws are otherwise silent on position terms.
  3. Our Constitution and Bylaws Committee has extensively revised our constitution and bylaws. It was passed by the governing council, as required, and now it must be approved by the membership. We will use an electronic vote (already provided for in the current bylaws). When our council discussed it, we went through it article by article and approved each one, then took a final vote to accept this document in place of our current one. When the membership votes, should we offer a chance to vote No on each article, or ask for one vote on the final document?
  4. Our board recently adopted an anti-harassment policy that lists revocation of membership as a possible consequence of violating this policy. Our bylaws, which are currently being revised, do not mention discipline at all. Our membership only meets once a year, and we'd like to have disciplinary matters handled by a discipline committee (which does not yet exist), rather than a trial by the whole membership. My question is how much of this needs to be in the bylaws? After reading RONR's lengthy section on discipline, and searching this forum, I think we need to have a standing discipline committee and a provision that assigns the handling of these questions to the committee. Is this the best approach, and is there anything else we should add? Thanks for any advice.
  5. We are debating and voting on amendments to our bylaws, and I have a couple issues I could really, really use some help on. Our bylaws state the 2/3 threshold applies to “voting members present and voting,” quoted here (with the name of our organization redacted): //content.invisioncic.com/r127373/monthly_2022_03/E996D3A9-B7C7-4EEB-9570-43AE693A0433.thumb.jpeg.33281c16ee2a986d4c10304280cd3f5a.jpeg However, when we held a vote, abstentions were counted in the calculation for the total number to reach the 2/3 threshold. The proposed amendment failed to pass by 1 vote, but included in those calculations were 9 abstentions. At the time, the parliamentarian announced the result, and someone immediately motioned to postpone the other discussions until the next business meeting. To me, that calculation was in error, as “voting members present and voting” seems pretty clear that abstentions shouldn’t count. “Voting” implies taking an action, and this was a zoom call where abstentions took NO action (honestly we’re not even sure all of them were still there. Some of their cameras and mics were off). I have reached out to the other committee members in charge of the vote (I’m also on the bylaws committee), and brought this to their attention. However, while they agree that an abstention is NOT a vote, they still feel that abstentions should be part of the overall count. I’m honestly very confused as to why… I suspect that since this was a very contentious debate, and also both of them were personally against the proposed amendment, they’re very reluctant to reopen the issue. (For the record, they’re not bad people! I just think they are likely dismissing my concerns rather than taking the time and effort to review it fairly.) I have quoted the relevant sections of Roberts Rules - how the 2/3 vote works, how “and voting” in the Rules directly mirrors our Bylaws language (or vice versa), how members have a right to abstain without their vote counting towards a “No.” I’m honestly at a loss as to what else I can do, or what other references I can provide to them. So the first question is - does anyone have any other references that explain in plain English how and why abstentions are not included in the 2/3 vote threshold calculation? Or that confirm the words “present and voting” in our bylaws mean only counting votes that are cast, and not abstentions? Second question - if I do convince them that we did the calculation incorrectly, can we simply recalculate it after subtracting the number of abstentions? Or would that vote be invalidated and we’d have to hold it again? Third question - if I can’t convince the parliamentarian and the committee privately that this was done incorrectly and we need to fix it, what is the best way to address it before the membership? - keeping in mind that we postponed further debate on the amendments until the next meeting, DIRECTLY after the result was announced. - from reading, I’m assuming I could make a point of order as soon as the next business meeting opens, and then if the Parliamentarian doesn’t sustain it I could Appeal to put it to a vote of the membership? I am worried about timeliness though. The point of order is supposed to be made immediately after the result is announced, but there wasn’t an opportunity before the motion to postpone. If that wouldn’t qualify as “immediately,” then would section 23.6, example E apply and provide an exception to the timeliness requirement? The one that discusses breaches of a continuing nature, and the example includes “a rule protecting a basic right of an individual member.” Namely, in this case, the right of abstention. I think we have an ethical obligation to correct this, especially since it affected the outcome of the vote. Any possible help you can give me would be greatly appreciated. Thank you for your time!
  6. We are an incorporated society and we're revising our bylaws. Our mission and goals, as stated in our charter, are outdated. RONR 56:18 says that a preamble can be added to the bylaws to state a more updated set of goals. Does anyone know of a sample we could look at? My online searches have turned up none that seem helpful. Thank you.
  7. I need the page numbers that describe when there is an actual amendment of a bylaw even though the standard approach not used. A possible scenario would be a motion describing a change, or a motion creating an action without realizing that there is a bylaw in place. And the society going ahead with the motion and passing it and taking the action described. Then it is discovered there is a bylaw. What is the effect on the existing bylaw? Has it in fact changed? If the motion initiating the change or action was handled as a previous notice and passed with 2/3 or more, has it changed the existing bylaw? paul
  8. 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?
  9. 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.
  10. We have a nominating committee of two board members who are term limited and are supposed to leave the board. We are supposed to hold board elections in June but they did not find anyone to serve on the board (they did not reach out to the one person who was nominated). Once we hold board elections, the new board votes for the officers. However, because there was no general board election, the term-limited board members want to stay on and vote for the officers. There are nine people on the board at this point and by them staying on, their slate wins. We had a board meeting with six out of the nine board members and voted to continue with seven board members - 6 votes yes, 1 abstained. Would this necessarily mean that the two term-limited members would roll off and the remaining seven would vote for the officers? This would be a 4-3 split in this case which is why the board of nine did not want this. Instead, the two term-limited board members stayed on and voted off the first general board member for conflict of interest which did not allow that member to vote so they were voted off by 5-3. Next, the board voted off two more members for cause. The by-laws state that "Directors shall serve xxx, and until a successor is duly elected..." Do the two members whose terms are supposed to end, stay on because there was no election and so no one was "duly elected?" Or did they necessarily roll off of the board because the board voted to move forward with seven members before the vote that removed three of the members? Also, this group has lost their non-profit status so can the board even make these decisions if they are not functioning as a non-profit?
  11. The Association I belong to has an article concerning amending bylaws. The Article states in it's entirety "The Bylaws may be amended by a two-thirds (2 / 3) vote of the CEA membership present at the Annual Meeting on the first in-service day of school. All proposed changes to the Bylaws must be approved by the Executive Board prior to their submission to the general membership." My question is if a meeting is not held for numerous reasons (Covid being one of them) and amendments or general revisions are being recommended, how could the association work around the meeting not being held? I reviewed the suspension of rules and that doesn't seem to apply and can find no other means to make amendments. There also is no other means else where in the bylaws to overcome this article statement. Is there a way to overcome this limitation? What if the annual meeting is not held on the first in-service day but at another time? Has this article, the way it is written, significantly constrained the association that only once a year and only during the first in-service day amendments can be made? I don't think this was the intent but the bylaws were last updated 2001 when times were much different. {;ease advise, thank you!
  12. This question concerns mistakes in the printed version of the organization bylaws and how to handle the three types of mistakes: Overall scenario. The organization underwent a substantial review of the bylaws and made several changes to the documents. The parliamentarian is untrained and did not conduct a thorough review of the interaction of the changes to other sections of the document, so now we have conflicts. To compound the error, there are many mistakes in the documents, my question is how to handle the following: One - Typographical Errors: The proposed Bylaws that were presented for a vote by the members contained certain language, however, the final printed bylaws (1) do not track that language that was presented and (2) contain typos which are not in the original documentation that was presented for a vote. Is a new vote required to correct the editing typos or to revise the final print language to track properly what was presented to the members? Two - Typographical Additions: The final printed Bylaws left out language which HAD been in previous editions. The members did NOT vote to remove this language, it was removed through the subpar editing process of this new parliamentarian. She believes that in order to restore the language, there must be a vote to add the language to the Bylaws again. Is this true? Three - Unintended Removal: In an effort to streamline the current Bylaws, the proposed amendments moved language about the size of the committee to the Bylaws discussion regarding the committee description. The original language, however, was under a discussion about eligibility criteria to serve (you have to be in the organization for five years before being on this committee (there were other officer positions under this eligibility provision as well.)) So, in consolidating the language, the committee eligibility requirement of five years of service is now missing, although it is a long standing precedent. However, in giving the rational for the change to the bylaws, the committee said that the only reason for the change was to consolidate the language. Nothing was said about changing the eligibility requirement. Must there must be a vote to re-insert the eligibility criteria language to the Bylaws again? Thank you for any insights!
  13. Hi all, If the organizational bylaws state the following: Section 7. Removal from Office Officers can be removed from office for cause, such as failure to perform duties or missing three (3) consecutive meetings by a two-thirds vote of those present at a general membership meeting where previous notice has been given. Unethical behavior or criminal misconduct is grounds for immediate dismissal from office and reporting to administrator and legal authorities as necessary. What is the necessary process to follow to remove an officer in this instance if the organization has also adopted RONR?
  14. We are a 501-c-6, non for profit business organization. Our annual elections of officers and board are covered in the bylaws in great detail: Qualifications of candidates in May, elections voting etc. in an election general meeting in June, term starts July 1. The association is in turmoil, and consultants advised to scrap the annual election now in progress ,extend the term of the current administration to September, and hold the annual elections then. Proposed and seconded to 'suspend the rules', to scrap the current election process, extend the current board's term, and to start again in September. Approved unanimously. Is that valid? Thanks Yoram
  15. This question has to do with which bylaws to follow in a nonprofit with the following structure: a national organization, with regional/satellite offices, and each regional/satellite office with volunteer chapter(s). The regional office has its own set of bylaws which outline the running of its chapters. Chapters previously did not have Chapter bylaws, rather a Chapter Manual Guide (CMG). Recently, the regional office restructured the CMG to include bylaws, but kept these new bylaws under the the cover/title of CMG. Is this even a thing (as in, can there be bylaws at several different layers of an organization)? Is it possible for there to both be chapter bylaws and regional bylaws? If so, which takes precedence in the event of conflicting language? There is a differing of opinions on which of these documents to follow. Is this a question for parliamentary procedure or legal standing?
  16. I was recently reading bylaws that stated the following regarding QUORUM: "A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum." I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in person or via proxy) and VOTING at a meeting will determine the quorum. Is this correct?
  17. Hello: I am on the board of a 100+ year old organization. We recently had a person who claims to be an RP tell us that under RONR 12th Ed., we are "not allowed" to have a constitution. We operate under a constitution and separate bylaws, with the constitution being harder to amend, and RONR The closest thing I could find in RONR (Section 2:8), says that it's now advisable practice to combine those separate documents into one - but nothing about it being required. (For what it's worth, we are incorporated in the State of New York). So, my question to the group is: is this "constitution not allowed" argument well-founded, or is it someone simply trying to stir up trouble or prove how smart they are? I'd like to get some other informed opinions.
  18. The following administrative powers were (strangely) included in our 501c3's new/first Bylaws earlier this year. We are a public middle school PTO. Only the 5th/last of these seems reasonable to me. Policies -- Seek input and approval of school administration on all matters. Funding -- Fundraising efforts beyond dues must be approved by administration. Elections of Executive Committee -- Filling mid year vacancies requires administration approval. Special Meetings -- Administration may, on his/her own, call a special meeting. Treasurer Duties -- Draft the following year's budget with input from school administration The scope of administrative authority is so extensive, that the PTO's ability to operate as a separate 501c3 seems quite easily compromised. (I'd posted to this forum of our inability to fill our Treasurer role due to the admin approval requirement.) Undue influence could have partially been at play when the prior four PTO Mothers (officers last spring) knowingly signed these Bylaws into existence, with the administrative insertions "because he wouldn't have it any other way, and it's always how we have to operate anyway". (They are the first Bylaws for the organization, which was formed in 2016.) Could CT Statute Section 33 re nonprofit conflicts of interest be helpful to reign in administrative powers (possibly with the Executive Committee adopting conflicts of interest policies and procedures)? But it seems that we would be in a catch-22 yet again with administration approval required. Any suggestions please for what footing (from the above possibilities or others) to use in overturning the extensive administrative powers? Bylaws changes are needed of course, but how to implement this without being blocked by administration? The Bylaws Articles on Nonprofit Purposes and Powers are "clean", without administrative inclusion. However, the Policies Article includes: "This organization shall not seek to direct the administration of the school. To help ensure that the actions of this organization support the mission, vision, and direction of the school, this organization will seek the input and approval of the school's administration on all matters." Amendments to the Bylaws are stipulated normally within our Bylaws, including repeal as well, with two weeks notice and 2/3 vote of members. Only parents and teachers are members and can vote when in attendance. Administrators are not members and cannot vote. Could we move forward, seeking but without receiving, administrative approval, and have a member vote on updated Bylaws without the extensive administrative powers?
  19. Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with voting within Robert's Rules? (The 501c3 is a PTO of a public middle school.) (Don't even get me started on the additional inappropriate administrative powers that were also included in the Bylaws...) Thanks very much!
  20. Groups bylaws had not been circulated to members in maybe 8 years. Officer was elected and was not aware of the bylaws. Must they follow these bylaws? Since the group has plenty of money, she objects to paying dues, but still wants to vote. Thanks
  21. Guest

    Bylaws and Elections

    I am a member of a national club. Our members are all over the US. Our Bylaws state that a nominating committee is to be formed and announce their nominations on or before August 1st. Individuals can then petition to be on the ballot by August 24th. The bylaws go on to state "SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter." What actions can be taken if the Board fails to have an election during the month of September? The next newsletter is due to be published the first week of October and that should have the results in it. It is September 17 and I do not see the Board pulling off a mailed ballot election by the end of the month.
  22. Is there a procedure for a member to file a grievance against a board member? Our Bylaws state that our meetings are ran according to Robert's Rules, but doesn't mention which version. The Bylaws don't state that our organization is governed by Robert's Rules. When I asked about the member filing her grievance, I was told it's in Robert's Rules. Our Bylaws state a grievance can be filed after the member has been suspended or revoked, not prior. Do Bylaws trump Robert's Rules? I am confused. Thanks for the help.
  23. I'm on the Board of a Neighborhood Organization, and our current President is insisting on assembling a Nominating Committee by herself, when our Bylaws specifically state that a Nominating Committee is appointed by the Board of Directors, not the President alone. She will be bringing her Committee selection to a vote at the next Board meeting. Is there a procedure in Robert's Rules to stop a vote from coming to the floor when it is in violation of our Bylaws?
  24. I belong to an organization whose bylaws state that, “Chapter elections shall be by ballot…” Also, it states that 1) the nominating committee of 7 shall be elected during the regular chapter election or a special election if necessary; 2) “Elected members shall include a Nominating Committee Chair”; and 3) the committee members serve a 2-year term. Also note that the nominating committee chair serves on the board of directors. The nominating committee prepares the slate of candidates to the board. And any member of the nominating committee who becomes a candidate for election must resign from the committee. Question 1: Should the election of the nominating committee (and chair) be by ballot as well? Question 2: If the nominating committee prepares the slate of candidates to the Board, does that include the nominating committee chair (conflict)? Question 3: If a slate is to include the nominating committee chair, my interpretation is that, if a candidate is not elected as committee chair that DOES NOT mean that she is automatically considered and elected to the committee (unless also a candidate for the committee). And once the chair is elected, there will only be 6 available vacancies for the nominating committee during the election. Is that interpretation correct?
  25. Recently my student council ruled that the provision listed below was satisfied by an email sent to students the day the election nominations closed reminding students of the deadline. “If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” I don’t understand how a reminder email before nominations closed (which didn’t inform members that nominees were running unopposed) could satisfy this provision. I understand that the council is free to interpret their own bylaws but do they have an obligation to interpret them in a manner that upholds the intent of the provision? What is the intent of this provision if not to make it clear to members that nominees were running unopposed and make an all call for further nominations? 􏱁􏱙 􏱚􏱂􏱛 􏱅􏱍􏱑􏱘 􏱅􏱍􏰿 􏱏􏰿􏱀􏱁􏱅􏱍 􏱂􏱁 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏰿􏱄􏱙 􏰛􏱃􏰿 􏰙􏱃􏰓􏱂􏱀􏱙 􏰓􏱛􏰛􏰿􏱀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱛􏱎􏱀􏰛􏱃􏰿􏱀 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏱁􏱙 􏱁􏱂􏰾􏱏􏱑􏱘 􏱄􏰿􏱒􏱑􏰓􏱀􏰿􏱁 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱄􏰿 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀􏱜 􏰵􏱍 􏱂􏰛􏱁 􏱀􏰿􏱁􏱏􏱅􏱍􏱁􏰿􏱙 􏰛􏱃􏰿 􏰙􏱅􏱎􏱍􏱒􏱂􏱑 􏱒􏱑􏰓􏱂􏰾􏱁 􏱂􏰛 􏱛􏱎􏱑􏱛􏱂􏱑􏱑􏰿􏱄 􏱂􏰛􏱁 􏱅􏰴􏱑􏱂􏱔􏰓􏰛􏱂􏱅􏱍􏱁 􏰴􏱘 􏱚􏱁􏰿􏱍􏱄􏱂􏱍􏱔 􏰓 􏱀􏰿􏰾􏱂􏱍􏱄􏰿􏱀 􏰿􏰾􏰓􏱂􏱑 􏱀􏰿􏱔􏰓􏱀􏱄􏱂􏱍􏱔 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏰀
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