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Found 204 results

  1. A motion was made,seconded, voted on and passed by the board members of our organization. The motion was to replace a paragraph currently reading "blah,blah" with a paragraph reading "this blah,blah" in our bylaws. The new paragraph deletes very few of the words, adds 2 beginning sentences, and reorganizes the paragraph so that it is better ordered and does not jump around. It was sent to be published in our newsletter so that it can be voted on by the membership at our next meeting. Now a member says it must be broken down into a number of motions itemizing remove this and add this. Can't a motion be made to substitute a current paragraph with another paragraph? Thank you.
  2. Can a motion be made to suspend (or place a "hold") the constitution and bylaws of a Student Government Association? We generally don't meet quorum (we're working on that), but say we do, if it's absolutely necessary for this motion to be put in place, is it possible? How can I word that? I'll be trying to find as much information as I can before the General Assembly Meeting this next Wednesday.
  3. My Volunteer Fire Department has finally formed a by laws revision committee. This will hopefully solve a few problems with our current by laws including the fact that nobody has a complete current copy. However the way the committee has been appointed and is operating is raising some questions. 1) The President (who appoints all committees unless otherwise specified) has appointed himself to this committee and is acting as chairman. In most other associations I have been in the President can't serve on committees because he has oversight of those committees. None of the available bylaws we have say anything about this, although it could be a custom. 2) The president called for volunteers then appointed 5 out of the 7 volunteers. Of the 5, two are his sons. I am another and the final member is probably our best versed in bylaws and parliamentary matters. 1 of the members who was turned down is the girlfriend of one of his sons and the two do not have a good rapport outside of the department. 3) There has so far been 1 meeting. It was called the day before and I was unavailable due to work. The other non family member was in the station and was not told the meeting was going on so he did not attend. Thus the meeting was just the President and his two sons. To be fair they are not always in agreement with him but it just looks bad to quite a few members. So the issue / questions are 1) is this a properly appointed committee? 2) Does the large number of family members make a conflict of any sort? Is there any requirement for how long in advance a committee meeting is called?
  4. Guest

    Charter over Bylaws

    In a small-ish professional society of around 200 members, we have a Certificate of Incorporation (Charter), Bylaws and Standing Rules. The Charter says that, "Bylaws governing the classes of admission of members, the amount of initiation fee and periodic dues, the rules and regulations to be observed, the qualifications for voting, the resignation or expulsion of members, the election, powers, and duties of officers and a general governing body, and all other matters and things usually contained in corporate bylaws may from time to time be adopted, amended, or repealed by the affirmative vote of two-thirds of all members entitled to vote under the bylaws then existing." Several questions... Are these the only things the bylaws can contain? If mentioned above in the Charter, do all of these thing have to be in the Charter or do the words "may be adopted..." mean that any of these things could be in there? Does "... the affirmative vote of 2/3 of all members entitled to vote..." mean 2/3 of all eligible members who vote at the annual meeting (assuming a quorum is present) or does it mean 2/3 of the entire membership?
  5. Good day all. I have a question. In our bylaws it specifically states that anyone running for an elected office must have been a member for one year, and attended 7 general membership meetings during the previous year. Now, here's the kcicker. One person submitted their "Membership Application" 5 months ago and has only attended 4 meetings. This person submitted his "Letter of Intent" to run for an elected postion October 2018. A couple of individuals on our Board intend to try and have those provisions of our bylaws, the Election Eligibility Requirements, (stated above) "temporarily suspended" in order to accommodate this individual. They also intend to bring this to a vote by the membership at our next membership meeting this Saturday. My question is: Do they have the right to do this? I feel as though, based upon our bylaws, they may not bring this to the membership. Help!
  6. More than 90% of the members of a small organization attend each meeting. Bylaws appear to be a combination typical bylaw provisions, special rules of order, and standing rules; and bylaws allow majority of the entire membership to suspend any bylaw provision. It appears that suspension of previous notice for amendments could not occur if any member is absent, but would any other limitation apply? Can an organization actually suspend a rule that is fundamental principle of parliamentary law?
  7. 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.
  8. 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?
  9. 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?
  10. 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.
  11. 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.
  12. 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.
  13. 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?
  14. 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.
  15. 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?
  16. 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?
  17. 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?
  18. 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.
  19. 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?
  20. 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!
  21. 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)?
  22. 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.
  23. 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?
  24. 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
  25. 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?