bylaw transparency and accountability

[gregory]

Hi Everyone,

Simple question maybe not so simple answer. I don't know.

Once every two years we are allowed to submit bylaw amendments. I know bylaws

supersede RONR but most of you pros out there that deal with RONR are also forced

to deal with your bylaws too.

With that said, can anyone share with me any or your organizations bylaw language that promotes or addresses transparency and accountability in your organization?

Hopefully I can edit and adapt it somewhat to fit my organization.

Signed: Desperate in Dallas.

[Rob Elsman]

Hi Everyone,

Simple question maybe not so simple answer. I don't know.

Once every two years we are allowed to submit bylaw amendments. I know bylaws

supersede RONR but most of you pros out there that deal with RONR are also forced

to deal with your bylaws too.

With that said, can anyone share with me any or your organizations bylaw language that promotes or addresses transparency and accountability in your organization?

Hopefully I can edit and adapt it somewhat to fit my organization.

Signed: Desperate in Dallas.

My bet is that your organization's general assembly is already empowered to see or hear read everything that belongs to the organization and to hold accountable every person having any duty to the organization. Maybe, if you could pick just one instance, we could help you with it.

[Kim Goldsworthy]

Once every two years we are allowed to submit bylaw amendments.

...

can anyone share ... bylaw language that promotes or addresses transparency and accountability in your organization?

No.

This forum is explicitly for questions on Robert's Rules of Order.

Advice on language, rules, or principles, not based on Robert's Rules of Order, is outside the scope of this forum.

I advise you to contact a parliamentarian. -- Contact the A.I.P. or N.A.P. for a referral.

A person with 20 years experience of reading other people's bylaws will off you a smorgasbord of recommended language to accomplish your ends.

The 700+ pages of RONR Tenth Edition (2000, DaCapo Press) contains no such language.

[David A Foulkes]

With that said, can anyone share with me any or your organizations bylaw language that promotes or addresses transparency and accountability in your organization?

I think in light of the first sentence in Chapter XX, it's unfortunate that you feel you need a bylaw level rule enforcing what amounts to integrity, honesty, good behavior and a sense of community (between the board and membership, I gather).

That said, and without offering specifics, a few suggestions might include:

• Establishing an Audit committee
• Having regular membership meetings (more than once or thrice a year) at which
• The Board and Officers report on as much as is appropriate to the membership

among some others. I'd also suggest trying to get the membership involved, encouraging them to attend meetings (if they aren't already), become familiar with RONR and the bylaws, so they know when things are going right and when they are going wrong, and how to fix them properly. Nothing speaks volumes more than a Board operating in isolation and a membership that buckles under the weight of a loudly delivered "It's in the rules."

Best of luck, gregory.

[Josh Martin]

With that said, can anyone share with me any or your organizations bylaw language that promotes or addresses transparency and accountability in your organization?

Not here, but some of the posters may follow up on this via e-mail.

Also, both the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals for professional parliamentarians.

[gregory]

My bet is that your organization's general assembly is already empowered to see or hear read everything that belongs to the organization and to hold accountable every person having any duty to the organization. Maybe, if you could pick just one instance, we could help you with it.

Rob, I'll give your suggestion a try. Our bylaw VII (e) states that "the Executive Board will set the salary and expenses for all Officers, subject to membership approval".

Obviously,you might notice the conflict of interest in that statement considering the Executive Board and the Officers are the one and the same people. But worse yet, the Executive Board has ruled my motion out of order that simple states the membership will approve or not approve the salary and expenses as paid to the Executive Board as per bylaw VII (e) allows.

So now with the opportunity to amend this bylaw, HOW do I make it more IRONCLAD, BULLETPROOF, INDISPUTABLE, UNDENIABLE and most importantly NOT WRONGLY INTERPRETED that the membership has the sole right, the authority not only to approve the salary, but now, set the salary as well?

[Josh Martin]

But worse yet, the Executive Board has ruled my motion out of order that simple states the membership will approve or not approve the salary and expenses as paid to the Executive Board as per bylaw VII (e) allows.

The Executive Board doesn't make rulings, the chair does, and his rulings are subject to Appeal. A majority vote is sufficient to overturn the chair's ruling.

So now with the opportunity to amend this bylaw, HOW do I make it more IRONCLAD, BULLETPROOF, INDISPUTABLE, UNDENIABLE and most importantly NOT WRONGLY INTERPRETED that the membership has the sole right, the authority not only to approve the salary, but now, set the salary as well?

Try "The general membership shall set the salary and expenses for all officers." It doesn't get much more ironclad than that. The E-Board can make a recommendation if it wants, but that's all it will be.

[Gary Novosielski]

Our bylaw VII (e) states that "the Executive Board will set the salary and expenses for all Officers, subject to membership approval".

That seems clear enough.

Obviously,you might notice the conflict of interest in that statement considering the Executive Board and the Officers are the one and the same people. But worse yet, the Executive Board has ruled my motion out of order that simple states the membership will approve or not approve the salary and expenses as paid to the Executive Board as per bylaw VII (e) allows.

No, I do not notice any "conflict of interest", at least none that is not in common with other members of the board. But the fact that the board is approving its own salary was undoubtedly the reason why "subject to membership approval" was put there.

But I don't understand your motion. It just repeats what the bylaws already say, and so it probably should have been ruled out of order. As things already stand, no salary increase passed by the board would be effective until AFTER it had been approved by (a majority vote of) the membership, which is certainly also free NOT to approve it. So the checks and balances are there.

So now with the opportunity to amend this bylaw, HOW do I make it more IRONCLAD, BULLETPROOF, INDISPUTABLE, UNDENIABLE and most importantly NOT WRONGLY INTERPRETED that the membership has the sole right, the authority not only to approve the salary, but now, set the salary as well?

It sounds perfectly clear as it stands.

Whenever bylaws grant the authority to approve something, the authority to reject it is automatically included. And if the membership rejects the change, everything stays the same. As it currently stands, it does not look like the membership has the authority to amend the proposal to put in a different number, but that does not appear to deprive it of very much power, as they could continue to disapprove successive attempts until the board wises up. There is also nothing that says the membership can't pass a resolution instructing the board what number it would find acceptable.*

So I'd leave it alone and just do the political work necessary to make the membership aware and vigilant about what's going on.

---

* In fact, I don't see a problem with the Membership approving a given number in advance.

[Rob Elsman]

Rob, I'll give your suggestion a try. Our bylaw VII (e) states that "the Executive Board will set the salary and expenses for all Officers, subject to membership approval".

Obviously,you might notice the conflict of interest in that statement considering the Executive Board and the Officers are the one and the same people. But worse yet, the Executive Board has ruled my motion out of order that simple states the membership will approve or not approve the salary and expenses as paid to the Executive Board as per bylaw VII (e) allows.

So now with the opportunity to amend this bylaw, HOW do I make it more IRONCLAD, BULLETPROOF, INDISPUTABLE, UNDENIABLE and most importantly NOT WRONGLY INTERPRETED that the membership has the sole right, the authority not only to approve the salary, but now, set the salary as well?

Well, if you do not want the executive board to have the power given it in bylaw VII (e), then you can make a motion to amend the bylaws by repealing the objectionable rule. An executive board has only those powers that are assigned to it in the bylaws or by an action of the assembly in a particular matter. See RONR (10th ed.), pp. 465, 466.