Robert's Rules vs By-laws

[Guest Crystal W.]

Hello,

I am in need of some clarification. Our non-profit organization will be voting on a new board of directors next month. The nominating committee submitted it's report, correctly, according to the by-law guidelines. We are attempting to replace 9 or the 11 board members, including the president. At the special BOD meeting called by the current president, one item on the agenda was bylaw amendments. He proceeded to tell the current VP (chair of bylaw committee) to strike certain verbage because it was deemed "illegal" based on a private and pro-bono conversation with a parliamentarian.

Now, here are my questions and concerns.

1) can the BOD just strike things out of the by-laws without a vote, much less without a vote of the general membership. Would that be something a parliamentarian would recommend?

2) is it illegal, based on Robert's Rules, to provide absentee ballots to voting members when our by-laws state that nominations from members at-large can be made at least 10 days prior to the annual meeting and absentee ballots for voting purposes will be provided. (another thing the parliamentarian said was illegal)

3) because our by-laws state that the annual meeting should be the first two weeks in May, unless a specific date is otherwise recommended by the BOD, if the meeting is not in the first two weeks, can it be illegal?

4) Because 9 of the 11 current board members are extremely angry they are being voted out, is there anything they can do to disqualify the report from the nomination committee based on Roberts Rules??

I know that in most circumstances, if not all, by-laws trump Robert's Rules. However, it really strikes me as odd that after 6 years of being in office, the president decides to consult a parliamentarian to seek out "illegal" things in our by-laws as it relates to things surrounding the annual meeting where a new board will be elected.

Thank you in advance for your attention to my questions.

Crystal

[hmtcastle]

1. Your bylaws will contain the rules for their amendment. It's unlikely, though possible, that your board has the authority to amend your bylaws.

2. If your bylaws permit absentee voting, that supersedes RONR's prohibition.

3. Sure. "Should" is not the same as "shall" (or "must").

4. No.

[Kim Goldsworthy]

At the special BOD meeting called by the current president, one item on the agenda was bylaw amendments.

He [who? the president?] proceeded to tell the current VP (chair of bylaw committee) to strike certain verbiage because it was deemed "illegal" based on a private and pro-bono conversation with a parliamentarian.

1) Can the [board] just strike things out of the by-laws without a vote, much less without a vote of the general membership.

Would that be something a parliamentarian would recommend?

You are confusing two things:

(a.) the bylaws.

(b.) the proposed amendments to the bylaws.

• You cannot willy-nilly strike anything out of bylaws.

• You are free to amend and amend, over and over again, the proposed amendments to the bylaws.

When that proposed amendment(s) is finally adopted, then the bylaws will have been struck out (or added to, whatever the language change happens to be).

HOW your bylaws are to be amended will be described in a certain article of your bylaws.

Follow that method of amendment.

2) Is it illegal, based on Robert's Rules,

to provide absentee ballots to voting members

when our bylaws state that nominations from members at-large can be made at least 10 days prior to the annual meeting and

absentee ballots for voting purposes will be provided.

(another thing the parliamentarian said was illegal)

Are you asking a question about Robert's Rules of Order?

Are you asking a question about what your bylaws permit?

• If Robert's Rules of Order applies, and if the bylaws do not say otherwise, all forms of absentee voting is forbidden, as it is a violation of a fundamental principle of parliamentary law.

• If your bylaws allow for absentee voting,

then absentee voting is permitted,

and the prohibition in Robert's Rules of Order no longer will apply,

since one's parliamentary authority always yields to a superior rule, like one's bylaws.

3) Because our bylaws state that the annual meeting should be the first two weeks in May,

unless a specific date is otherwise recommended by the [board],

if the meeting is not in the first two weeks, can it be illegal?

It can be.

It also cannot be.

It depends on your rule.

You have a rule: Hold Event E on Date D unless the board says otherwise.

Right?

• If the board says otherwise, then Date D is not relevant, and the meeting on the new date will be legal.

• If the board does not say otherwise, then Date D is valid, and the meeting held on a date other than Date D will be illegal.

So far, you asking questions about LOGIC.

You are not asking questions about Robert's Rules of Order.

Review:

• Your bylaws allow your board to re-set the date of a meeting.

• Your bylaws allow for absentee voting.

What Robert's Rules of Order has to say on a given issue becomes moot once one's constitution, bylaws, or other superior rule addresses that issue.

4) Because 9 of the 11 current board members are extremely angry they are being voted out,

is there anything they can do to disqualify the report from the nomination committee based on Roberts Rules?

No.

Nominating Committee reports are not actionable. -- They contain nothing to amend and nothing to adopt. They are pure information.

Nom. Comm. reports are presented, and filed, and that is that.

I know that in most circumstances, if not all, bylaws trump Robert's Rules.

However, it really strikes me as odd that after 6 years of being in office, the president decides to consult a parliamentarian to seek out "illegal" things in our bylaws as it relates to things surrounding the annual meeting where a new board will be elected.

Maybe your president does not know parliamentary law.

Maybe he is seeking education or seeking enlightenment from someone who has studied the subject.

Q. Do you find it strange that YOU are asking questions to parliamentarians, after six years, TOO?

Talk about the pot calling the kettle black!

[Guest Guest]

Kim,

Thank you for your response. I am not on the board nor on the nominating committee. The president has been a board member for 6+ years. I have only been a member of the organization for 1 year so the fact that I waited 6 years to contact a parliamentarian isn't valid. Yes, my questions and the answers are "logical", however when most are unfamilar with Robert's Rules, it is very easy to pretend to talk with authority on the matter if you have an ounce more knowledge than others! Unlike most, I am seeking answers to questions that I believe would be logical in most situations, however we're dealing with crazytown here!

Basically you're saying the BOD cannot just strike verbage without going through the correct process as stated in the bylaws. I understand you can amend proposals and it's those "proposals that are voted on by the general members". Our president was having the VP strike verbage based on his discussion with a parliamentarian. The VP was told to send him the updated by-laws the next day. That's not correct right? He just can't "do that" can he??

[Josh Martin]

Basically you're saying the BOD cannot just strike verbage without going through the correct process as stated in the bylaws. I understand you can amend proposals and it's those "proposals that are voted on by the general members".

Presuming that your Bylaws provide that the general membership amends the Bylaws (which is usually, but not always, the case), I think you have it right.

That's not correct right? He just can't "do that" can he??

No, unless your Bylaws give such unusual authority to your President and/or Vice President.