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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and all other matters and things usually contained in corporate bylaws may from time to time be adopted, amended, or repealed by the affirmative vote of two-thirds of all members entitled to vote under the bylaws then existing."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?
Our faculty charter & bylaws allow the Faculty Advisory Committee (FAC) to recommend charter/bylaw amendments to be ratified (or not) by the faculty as a whole. The charter and bylaws do not specify whether or not proposed amendments must be submitted for ratification individually, or if proposed amendments could be submitted for ratification as a "slate" to be voted up or down in its entirety. I'm new in the Parliamentarian position, and I need help... I am given to understand that the FAC would prefer to recommend a slate of amendments rather than individual amendments. It seems to me that if that's what they wish to do, then they could. Our charter states only that " Any proposed amendment(s) to the charter must be presented in writing to the faculty of the College of Music at least fourteen (14) class days before faculty discussion and subsequent balloting at a special meeting of the faculty." There is just no mention of slate vs. individual. Am I off-base, here? Can the FAC recommend a slate of amendments, or must they recommend individual amendments? Thanks in advance!!!