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Found 17 results

  1. 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.
  2. Hello, Our small church is divided on topics which require a 2/3 vote to change bylaws/constitution and possibly leave our current denomination. There has been some confusion as some members seem to believe that there would need to be 2/3 vote just to leave things as they are. As I read Robert's Rules, I believe it means a 2/3 vote to make changes. Can someone help clarify this for me? Thank you.
  3. I am a council member of a university department. We are currently in the process of trying to update our 1978 constitution. Our department has an executive committee that in the past has been appointed by the chair for a term of 3 years. The last executive was approved by council in a motion 3 years ago. In our 1978 constitution it is outlined that he executive is elected by council and has a term of 1 year. Some members of our council want to revert back to this elected 1 year term, others want the appointed 3 year term. The chair has indicated that since the last executive was passed by motion (for an appointed 3 year term), this is now the written rule, and that it trumps our old constitution that we havent followed in a long time. Is this the case? Does that motion to approve that executive from 2014 replace the rule that is outlined in the constitution. thanks
  4. Our constitution says the following, which I believe is quite standard: "All meetings of the Society shall be conducted in accordance with Robert's Rules of Order insofar as they may apply." What is the meaning of "insofar as they may apply"? I have looked in many places and haven't found a clear description, except in the constitution of a youth soccer league, which confirms my own understanding, but is perhaps not enough to convince others. I believe that it means they Robert's Rules apply whenever they don't conflict with the Society's constitution and by-laws, and of course don't conflict with the law. An opposite view within our organization is that they don't apply if they conflict with any "established custom" (unwritten). However, to me, this opens the door to unending discussions as to how to interpret the established custom and, worse, it may perpetuate undesirable practices that were never even voted on by anyone. I would particularly appreciate any official (or at least quite formal) source defining the expression.
  5. If the constitution and bylaws list a protest, appeal and complaint committees for hearing same, can a "review panel" be set up without putting the issue to a vote of the entire board? The mentioned committees have a time line for start, information presentation and result. The review panel made recommendations and was later presented to the whole board for discussion and then to vote on to receive as information, vote to accept or make further recommendations, either to increase or decrease the proposed penalties in the recommendations. The Review Panel was set up by the President, who also chaired the Panel. The panel consisted of only 5 members of a 16 member board. Thanks Ian Brown
  6. Guest

    Editing By Laws

    1) Does a 501©(3) Non Profit need to hire an attorney to edit their bylaws? Many of our organization want to edit our bylaws, but some of the members that have been around for a long time state that we need an attorney to draft our changes in order for them to be legal and what they don't want to pay for it to be edited so the same bylaws are in place. I do not believe this to be true, i thought that our bylaws are written for the organization by the organization with the organizations needs in mind. Please assist with this. 2) Guidance with 501©(3) organizations, Does anyone have any experience with these? We need clear funding guidance on where and how our money we raised can be spent. I have read the statute and it says "not one party can benefit from the funds." What does not one party REALLY mean? not one group? or a group of the party? I believe that the funds need to be distributed IAW the bylaws but the bylaws do not specifically state how the funds are spent (hence the reason for wanting to edit our bylaws).
  7. On our boards, we have an antiquated constitution that is currently being revised. We make motions and pass them as a board for things like elections. After the fact, people are angry that we are not following the constitution even though it was motion discussed at length and passed at a board meeting. Who is in the right?
  8. Simply put, can a body pass a motion that would add additional requirements to members than are in the body's constitution?
  9. The church I serve is rewriting its constitution. In the new model, it will state that the only member of the church staff who will be on the governing Board of Elders will be the Senior Pastor. However, the church has an Associate Pastor who was hired to also be a member of the board. So, we want him to be an exception for as long as he’s a member of the Church Staff. The question is…how do we handle this? As I see it, there might be a number of options: 1. Insert a sentence into the main part of the constitution that states that the Associate Pastor shall also be a member of the Board of Elders for as long as he is a full time member of the Church Staff. If this option is chosen, I would think this additional sentence would have to be amended/deleted when he leaves the church. 2. Don’t put anything in the constitution. Just ask the church to vote to “grandfather” this staff member in. This vote would be recorded in the official minutes of the church.This obviously would be the easiest, since no future changes need to be made in the constitution. 3. Add a temporary article to the end of the constitution which states that this staff member will be one of the Elders until he is no longer a member of the Church Staff, at which time the article would be deleted from the constitution. This means that there is an article at the end of the constitution which remains, potentially, for years. To me, this seems weird. What are your thoughts/recommendations? Is there a "correct" way to handle this?
  10. Hello. This is my first time here, so I'm not sure if this is an appropriate question, so please pardon me if it isn't. It's really more about constitutional construction, but I don't know if anyone here might be able to answer it, or if there is someplace in the Rules (which control over both organizations) that can settle this question. Thc Constitution of Organization A states (call it Clause 1): "The Legislative Branch [of Organization A] exists in order to represent the [members], and to enact Legislation in the interest of the [members]. Organization B exists to exercise all judicial powers relating to Organization A. Organization B is recognized as the Judicial Branch of Organization A." Later (Clause 2): "No Branch may take any action that is expressly or reasonably implied to be delegated to another Branch. If such question exists, the Judicial Branch shall interpret if this section shall be violated." Later still (Clause 3): "Organization B shall follow the rules set forth in that body’s Constitution and By-laws, and Organization A shall have no authority over Organization B except in the cases of appointment, confirmation and removal. Organization B shall enjoy autonomy in all other aspects." Finally (Clause 4): "This Constitution supersedes any previous constitution, any legislation passed by the Senate, and any action by a member of Organization A." The Constitution of Organization B states (Clause 5): "Organization B, representing the independent, judicial arm of Organization A, shall adopt and enforce the annual elections code for Organization A. [Emphasis added.] This shall be an exercise of the Court’s Election Oversight Authority [sic]." Questions: 1) Has Organization A waived its right to amend the Organization A election code? 2) Does Clause 2 trump Clause 5, since the election code can be construed as legislation (or at the very least administrative law)? 3) Does Clause 5 mean that Organization B must adopt a code passed by Organization A, or has the power to create the election code? 4) Does Clause 4 imply that the Constitution of Organization A supersedes the action of Organization B (a member of Organization A) by adopting an election code, which appears to control Organization A? 5) Finally: Since Organization B has the power to decide disputes, is there a conflict of interest that should be overcome, or does Organization B have absolute power in this circumstance? Thank you in advance.
  11. We have approved three minor changes to a church constitution. The question has been raised if we should ratify all the changes at once or can we (should we) vote to ratify the three changes all as one or individually?
  12. It sounds like a silly question but How does one go about interpreting their by-laws? When a discussion comes up, people tend to interpret them in such a way to favor their point of view/agenda, so how does an organization go about with the interperatation to keep it plain, simple and "neutral" Sure we could ask the "founders" but they have all either moved on, or passed away. Suggestions?
  13. Dear forum members, I need some help untangling this. Our organization meets annually in June, at which time all the offices change hands. We have an election coming up in spring 2014. Our board would like to change the makeup of the board, which requires constitutional changes. For various reasons, the board would like to make the change effective right away, before the election -- but this would put some elected officers out of office before their terms are up. And the revision would create a new office, which would be vacant until the spring election. So, my problem is how to best schedule the constitutional revisions with the election. If we revise the constitution effective in June, can we nominate people for an office before it exists and just assume the membership will approve the changes in the constitution? It seems disrespectful to me to consider the membership a rubber stamp. Can anyone help me with this tangle? Many thanks.
  14. jordyberne

    Revising a Constitution

    I'm the secretary for my organization, and I want to revise our constitution. We don't have a bylaws section, but we do have 6 or 7 amendments listed out at the end of the constitution. Our constitution hasn't really been updated in over 10 years, so a lot of it's contents are out of date. There's a lot of things I need to change to make the constitution reflect how my organization currently functions, so it seems like it would make more sense to write an updated constitution and have it ratified at a meeting instead of voting on multiple, specific amendments. The amendments sections of our constitution says that "This constitution shall be ratified by 2/3 vote of the active membership present and voting." My questions are: 1: Am I allowed to just change whatever I want and then pass my updated constitution with a 2/3 vote? 2: Most (or all) of the amendments are irrelevant at this point. If I make a revised constitution, can I not include the old amendments at the end of the document?
  15. Constitution states: Minutes of all Executive Committee meetings, including teleconferences, shall be kept and promptly promulgated to the Association members within 30 days of the meeting. So if a vote is caried out in Executive Session, do the members have the right to see the passing of that vote in the promulgated minutes?
  16. I belong to a 501c3 organization that currently allows membership to spouses of officers and civilian equivalents. This is stated in our constitution and bylaws. Our president recently sent out an URGENT email stating that the Board of Governors had passed a motion "I move that the club be open to all ranks." The email further stated that she intended the membership to vote on this issue at the next general membership meeting in less than two weeks. No further information was provided on how the constitution would be rewritten to incorporate this motion. Our current C&B states the following requirement for amendment: "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event." From my reading of Robert's, this is an improper motion because it conflicts with our C&B and any vote on it would be null and void. Further, that is in violation of the requirement for advance notice, and also does not adequately address proposed constitution changes. When I addressed my concerns to the president, I received the following response: "The vote will establish precedence for amending the constitution and bylaws. If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes." Am I correct in my assessment of the president's email notification? Further, if the Board of Governors and President go forward with this vote, what, if any recourse do I have as a member? Thanks
  17. Few years back, I recollect one of your interpretations as to: " In case of ambiguity, the intent of the founding member is final " or something to this effect. Please help me with this interpretation in the Roberts Rule of Order, 10th Edition
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