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  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. 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.
  3. 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?
  4. 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!
  5. 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!
  6. 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?
  7. 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
  8. 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?
  9. 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?
  10. 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.
  11. 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?
  12. 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!
  13. 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
  14. 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.
  15. 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.
  16. 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?
  17. 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?
  18. 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? 􏱁􏱙 􏱚􏱂􏱛 􏱅􏱍􏱑􏱘 􏱅􏱍􏰿 􏱏􏰿􏱀􏱁􏱅􏱍 􏱂􏱁 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏰿􏱄􏱙 􏰛􏱃􏰿 􏰙􏱃􏰓􏱂􏱀􏱙 􏰓􏱛􏰛􏰿􏱀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱛􏱎􏱀􏰛􏱃􏰿􏱀 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏱁􏱙 􏱁􏱂􏰾􏱏􏱑􏱘 􏱄􏰿􏱒􏱑􏰓􏱀􏰿􏱁 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱄􏰿 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀􏱜 􏰵􏱍 􏱂􏰛􏱁 􏱀􏰿􏱁􏱏􏱅􏱍􏱁􏰿􏱙 􏰛􏱃􏰿 􏰙􏱅􏱎􏱍􏱒􏱂􏱑 􏱒􏱑􏰓􏱂􏰾􏱁 􏱂􏰛 􏱛􏱎􏱑􏱛􏱂􏱑􏱑􏰿􏱄 􏱂􏰛􏱁 􏱅􏰴􏱑􏱂􏱔􏰓􏰛􏱂􏱅􏱍􏱁 􏰴􏱘 􏱚􏱁􏰿􏱍􏱄􏱂􏱍􏱔 􏰓 􏱀􏰿􏰾􏱂􏱍􏱄􏰿􏱀 􏰿􏰾􏰓􏱂􏱑 􏱀􏰿􏱔􏰓􏱀􏱄􏱂􏱍􏱔 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏰀
  19. THE TRAP IN RRONR-11's SAMPLE BYLAWS: Robert's Sample Bylaws contain a Trap! Article V, Section 1, states that "The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive, unless otherwise ordered by the Society" -- that is, the Society has the power to change the date of an individual regular meeting at need. (And, BTW, kudos to them for adding the word "inclusive"!) This is perfectly fine. BUT, the Trap comes in Section 2: "The regular meeting on the second Tuesday in April shall be known as the annual meeting, and shall..." Take note! By specifying an exact day ("second Tuesday in April"), this provision unwittingly removes the Society's power to alter the meeting date in the particular case of the annual meeting, because this provision requires that the annual meeting must be held on the second Tuesday in April! This has long been a pet peeve of mine! Excising a mere four words corrects this: "I hereby move to amend Article V, Section 2 of the Sample Bylaws, by striking out the words 'on the second Tuesday.' " That leaves us with, "The regular meeting in April shall be known as the annual meeting, and shall...," ...Which is perfectly fine, because the term "regular meeting" is already defined in Section 1. Better still, by not specifying any specific day for that "regular meeting," this wording preserves the Society's power, at need, to change the date even of the annual meeting. And, by the way -- it's much better to use "must" or "will," rather than "shall." --TheGrandRascal
  20. We are an association of journalists. Our Bylaws detail how members should renew their active status, annually, by submitting proof of current published work ("clippings"). The bylaw says: ..".Submit six original clippings...from the preceding twelve months (July 1 through June 30)". A proposed change is to add the following language, not by going through the mandated bylaw change procedure, but by a simple motion: ..."and must be based on...press conferences ... occurring during the period starting January 1st prior to the qualifying fiscal year (e.g. an 18 month period) to qualify as clippings; stories based on and photographs taken during activities occurring prior to that 18-month period may not be submitted" Those objecting to this proposed motion say that you cannot make any change to our bylaws, no matter how minor, unless you do it by a proper bylaw amendment, as required by our bylaws. Those supporting this proposed motion say that it simply "clarifies" the current bylaw and that all it takes to add that clarifying language to the bylaws is a simple motion. What say you, please?
  21. Hello, I am seeking guidance on a question related to Bylaw Amendments. Can an amendment be changed the day the members vote? Example: Member A: Submits an Amendment to change quorum to 2/3 Member B: Request to amend to 1/3. Would that be okay to do or are the members supposed to vote on original submissions only? Can you please reference any page numbers so I can read as well? Thank you for your help!
  22. Wow. I have been reading some of the discussions concerning bylaw changes. They are quite extensive. Here's my question. Our Post bylaws state we are to review and make changes to our bylaws annually in June. We have our elections in May, and our Department has its convention and elections in June. The Commander and some of our members agree that we need to change the annual review in our bylaws to something more manageable. I believe the bylaws should be reviewed as often as necessary or when numerous changes need to be made, and not wait for the annual requirement. There is too much going on in May and June to fulfill this annual requirement during this time frame. I suggested to our Commander to establish a bylaws committee in order to submit changes to our membership, and he agrees, but he also believes we cannot do anything until June, which is understandable, yet there are numerous outdated information and changes that must take effect immediately. I understand that we cannot "suspend" the annual bylaws/rule, but something must be done. I am the Adjutant of our Post, and the bylaws must be reviewed as soon as possible. How may I move to change that rule? Am I able to make a motion via an amendment to something previously adopted in order to have the bylaws committee start their review, and then make the change permanent during the review process? I know I have to notify all of our members in order to approve this change, but if I don't notify the entire membership, then a 2/3 will be required of those present at our meetings (which averages between nine and fifteen members present (our membership is less than 80 and dwindling via unpaid members)). After all is said and done, how may I propose the change to that particular rule? Our Post is only 5-1/2 years old, and the bylaws have not been changed in over three years. I know the wording in the motion is very important. Here's the exact partial wording in the bylaws: "This Constitution may be amended by resolution at the annual meeting. Proposed amendments shall be submitted in writing to the Executive Committee for its review and presentation at the next annual meeting. Copies of proposed amendments shall be distributed by mail to all Post members at least 10 days prior to the date of the vote..." (The rest of this rule specifies the distribution to Department and National Headquarters.) (And here's the catch-22: if the current commander does not review the bylaws before his/her term of office ends, then the new incoming commander has to wait until the following annual meeting before anything can be done to the bylaws, and if this commander fails to review the bylaws before his term has ended, then the new commander must ensure it's done. The cycle continues. We also, that I am aware of, do not have an executive committee.) Any suggestions will be greatly appreciated. Thank you.
  23. My union is having its annual meeting at the end of Jan 2020. According to the constitution, members can propose bylaw changes 14 days before the annual meeting. Nine proposals were submitted, and the deadline has passed. However, the union leadership doesn’t really care for the amendments and are planning to have breakout sessions during the annual meeting to make changes to the member proposed bylaw amendments before they are officially voted on latter. Keep in mind that this is an annual meeting of the membership not a convention with elected delegates. Would the changes these breakout sessions make to member proposed bylaw amendments be in order?
  24. Guest

    Bylaw Violations

    Good morning, I need some advice on what to do when bylaws are being violated time and time again. Within the past three years, there has been a completed change in board members. What started with one bylaw falling to the wayside has now snowballed into seven or eight not being followed. I’m at a loss because I’ve addressed my concerns with those who preside over this organization and it has not been addressed with the current board. Would anyone be able to tell me what would be the next step or how to approach the circumstances at hand? Any and all help would be greatly appreciated. Much gratitude!
  25. I belong to a large charitable organization that follows RONR, as defined in their bylaws. However, each local chapter has their own additional bylaws that further define certain roles and responsibilities of the local officers. Local bylaws are also used to define certain things not defined by the main body. For instance, a section devoted to sending flowers to a sick member not to exceed a certain dollar amount. I'm working to revise the local bylaws and was wondering if there is a section or even a separate publication that deals with subordinate bodies?
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