Need help with terminology - and amending rules

[Guest Carol]

I am on a Rules & Bylaws Committee the community I live in. We are in the process of amending our Rules and By-laws Books. For the By-laws, it is only minor tweaking, more of clarifications, not changing the meaning of any of the By-laws.

We need to create a few more Rules, and amend a few, to the point it is changing the meaning, so we have to have a majority vote on it.

[Rules being items like, Speed limits, types of fencing or lattice, design of sheds. - not Rules for conducting meetings.]

One of our committee members has stated that within RONR, we have to mail home ballots to all members of our community and have a ballot to each person to vote on the new or amended rules.

I can not find that in writing anywhere.

I've been doing a bit of on line research, and reading the RONR book, and I can not find that anywhere. Within the book "Rules of Order" is not the same as our "Rules". I can not seem to find the correct terminology to find what we need to do for creating new rules and amending ones we currently have.

I have found verbiage at www.rulesonline.com that seems to be what I'm looking for, but it talks about "Amendments of Constitutions, By-Laws, and Rules of Order"

where in the second paragraph states;

"If a committee is appointed to revise the by-laws and report at a certain meeting, this would be all the notice required, and the amendments could be immediately acted upon, if the by-laws required only previous notice of an amendment. But if they required the amendment, or "notice of such amendment," to be submitted at the previous regular meeting, the revision could not be taken up until the next regular meeting after the committee had submitted its report. The committee may submit a substitute for the by-laws unless it is limited as to its report, as a substitute is an amendment. Great care should be exercised in amending constitutions, etc., to comply with every rule in regard to their amendment."

Per our By-laws, we have to notify our "members" 45 days before our Annual Meeting, where the voting on the new and amended rules takes place. We notify by mail what the current rule is and what the change would be, and list any new rules that are being created.

Is there anywhere within the RONR book that discusses Amending or creating new Rules, that is not Rules of Order?

Thanks in advance,

[Rob Elsman]

I am on a Rules & Bylaws Committee the community I live in. We are in the process of amending our Rules and By-laws Books. For the By-laws, it is only minor tweaking, more of clarifications, not changing the meaning of any of the By-laws.

We need to create a few more Rules, and amend a few, to the point it is changing the meaning, so we have to have a majority vote on it.

[Rules being items like, Speed limits, types of fencing or lattice, design of sheds. - not Rules for conducting meetings.]

One of our committee members has stated that within RONR, we have to mail home ballots to all members of our community and have a ballot to each person to vote on the new or amended rules.

I can not find that in writing anywhere.

I've been doing a bit of on line research, and reading the RONR book, and I can not find that anywhere. Within the book "Rules of Order" is not the same as our "Rules". I can not seem to find the correct terminology to find what we need to do for creating new rules and amending ones we currently have.

I have found verbiage at www.rulesonline.com that seems to be what I'm looking for, but it talks about "Amendments of Constitutions, By-Laws, and Rules of Order"

where in the second paragraph states;

"If a committee is appointed to revise the by-laws and report at a certain meeting, this would be all the notice required, and the amendments could be immediately acted upon, if the by-laws required only previous notice of an amendment. But if they required the amendment, or "notice of such amendment," to be submitted at the previous regular meeting, the revision could not be taken up until the next regular meeting after the committee had submitted its report. The committee may submit a substitute for the by-laws unless it is limited as to its report, as a substitute is an amendment. Great care should be exercised in amending constitutions, etc., to comply with every rule in regard to their amendment."

Per our By-laws, we have to notify our "members" 45 days before our Annual Meeting, where the voting on the new and amended rules takes place. We notify by mail what the current rule is and what the change would be, and list any new rules that are being created.

Is there anywhere within the RONR book that discusses Amending or creating new Rules, that is not Rules of Order?

Thanks in advance,

Yes, take a look at Amend Something Previously Adopted, RONR (10th ed.), §35, pp. 293ff. This motion has special vote requirements, so be sure to take a look at Standard Descriptive Characteristic 7 of the motion, pp. 295, 296. A motion to create a new rule of this kind is a main motion, RONR (10th ed.), §10, pp. 95ff.

[Guest Carol]

thank you for the quick response. now i have some reading to do.

[Guest Nancy N.]

thank you for the quick response. now i have some reading to do.

... And, I hope, some more questions to ask.

[Guest Petunka]

[Rules being items like, Speed limits, types of fencing or lattice, design of sheds. - not Rules for conducting meetings.]

It is my opinion that you are not amending the By-laws. Rules and Regulations you list here are an extension of Covenants & Restrictions which go with the land. Sometimes they are recorded with the Declaration of Covenants but not always. If they are not recorded in the official public records of your county, the BOD can usually amend them without the vote of the membership. Your Rules should tell you what is required to amend them. It is also not clear if your covenants require your community to have an architectural committee responsible for approving any improvements/changes to the property such as the type of fencing. While the speed limit is a rule, the type of fencing may not be a rule, unless the covenants specifically address it. The Rules and Regulations cannot be more restrictive - or in conflict - with the covenants.

[Rob Elsman]

[Rules being items like, Speed limits, types of fencing or lattice, design of sheds. - not Rules for conducting meetings.]

It is my opinion that you are not amending the By-laws. Rules and Regulations you list here are an extension of Covenants & Restrictions which go with the land. Sometimes they are recorded with the Declaration of Covenants but not always. If they are not recorded in the official public records of your county, the BOD can usually amend them without the vote of the membership. Your Rules should tell you what is required to amend them. It is also not clear if your covenants require your community to have an architectural committee responsible for approving any improvements/changes to the property such as the type of fencing. While the speed limit is a rule, the type of fencing may not be a rule, unless the covenants specifically address it. The Rules and Regulations cannot be more restrictive - or in conflict - with the covenants.

Strictly from the facts given by the original poster, I would suggest that you do not know if there are any covenants and restrictions which go with the land.

[Guest Carol]

I guess to clarify, we are a member owned seasonal campground. We have roughly 440 memberships. We have a BOD, and I do not believe we have Covenants & Restrictions, only our Rules and Bylaws.

It was brought to my attention, that in 2005, they did a vote via ballot in the mail. What I have seen in my 5 yrs here, lack of participation ... Being - if we send out 440 voting ballots, and only get 150 back... how can we conduct business? or would we just use the two-thirds vote on what comes back to us? That really is the main reason why I do not believe a ballot for voting would work; lack of response.

Per our Bylaws, it only states that "majority" is needed for amending either Rules or Bylaws

"These Bylaws may be amended by a majority (51%) vote of the membership. The amendment must have been submitted to the holders of memberships in writing at least forty-five (45) days prior to the vote."

for our Rules, it only states; "Rules adoption requires a majority vote of the membership."

No where does it state HOW to go about the voting.

Under Governing the Club (our Park) it states:

"The rules contained in the current edition of Roberts Rules of Order, Newly Revised, shall govern the Park in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules the Park may adopt. A parliamentarian shall be appointed by the Board of Directors to govern all Membership Meetings.

We are creating 2 new Rules, and amending a handful, some are just changing a word here and there to make the rule have more clarity, or changing the Fine Category. I do not believe anything major is being done to our Bylaws, just possibly changing a work here and there, again to make things clearer. (to eliminate gray areas).

[Guest Nancy N.]

[snip]

This looks like pretty much a lot like looking at your bylaws, not about RONR, once absentee voting comes up. I suggest you look at the bylaws-discussion forum. Or, consult a local parliamentarian, who will be able to look at all the relevant documents in their entirety, which we, on the internet, can't..

[Guest Guest]

Nancy,

Thanks for your response... I'll dig deeper into the Bylaws issues too.

What brought me to the RONR site was the fact that this gentleman stated that since our Bylaws does not address "how to do the voting" - he basically stated we did it illegally last year, that we have to abide by what RONR says. and no where can I find where we have to do it by ballot in the mail.

So I'm hoping his quest to have us re-do what was passed last year, is now squashed.

I do believe I have found my answer from Rob's post up top.

I just want to make sure we, as a committee, are doing things "by the book".

[Guest Nancy N.]

[snip]

YOu're quite welcome.

Well, I certainly don't fault you for trying the Robert's Rules Website Forum (RONR MB). Whatever the question is. I once asked why the orbit of the Earth is not equidistant between those of Venus and Mars. I was summarily dispatched to the bylaws forum, which is more appropriate.

My silliness aside ... My primary concern is that mail voting, like all absentee voting, is prohibited altogether, whatsoever, completely, hands-down -- do we need more emphatic adverbs? -- unless the bylaws (or superior rules, like statutes) explicitly allow it. Do they? If not, I fear your gentleman might be correct, and way beyond what he intended.

(Is he really a gentleman?)

Can you amend your bylaws to stop saying that a majority is the same thing as 51% ... because it isn't?

Stuff like all that.

[Guest Nancy N.]

Oh, and if the absentee voting issue is not addressed, you did not get a useful answer from Rob up top. (Pace, Rob.)

[Guest Carol]

I was summarily dispatched to the bylaws forum, which is more appropriate.

I still have not found that forum yet. Any way you can add a link?

My primary concern is that mail voting, like all absentee voting, is prohibited altogether, whatsoever, completely, hands-down -- do we need more emphatic adverbs? -- unless the bylaws (or superior rules, like statutes) explicitly allow it. Do they? If not, I fear your gentleman might be correct, and way beyond what he intended.

Our Bylaws do not mention mail voting at all, this "gentleman" is stating that since our bylaws don't address voting, we HAVE to vote by mail because he read it in RONR, though when i asked "where" he read that, he did not reply to me. They [bOD] did it once back in 2005 for amending the bylaws, so he feels we have to do it every time for it to be "legal". I am just trying to prove him wrong, which i do not believe he likes.

So, if it is prohibited, that is all i need, but i wish i could find it in writing in the book.

I honestly just got tossed into this a yr or so ago, so i really do not 'know' the book, but i'm pretty good at trying to research something

Can you amend your bylaws to stop saying that a majority is the same thing as 51% ... because it isn't?

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

[Dan Honemann]

I still have not found that forum yet. Any way you can add a link?

Our Bylaws do not mention mail voting at all, this "gentleman" is stating that since our bylaws don't address voting, we HAVE to vote by mail because he read it in RONR, though when i asked "where" he read that, he did not reply to me. They [bOD] did it once back in 2005 for amending the bylaws, so he feels we have to do it every time for it to be "legal". I am just trying to prove him wrong, which i do not believe he likes.

So, if it is prohibited, that is all i need, but i wish i could find it in writing in the book.

I honestly just got tossed into this a yr or so ago, so i really do not 'know' the book, but i'm pretty good at trying to research something

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

As for voting by mail, see RONR, 10th ed., pages 408-411. A majority is "more than half".

[Guest Carol]

Nancy -- I found the answer I was looking for...

pg 408 of RONR

ABSENTEE VOTING-- It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule, must be expressly stating in the bylaws. **ours does not.**

again -- I really appreciate the responses I received here.

[Sean Hunt]

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

A majority is greater than half. It's not 50% + 1, as that leads to the wrong result with odd numbers - consider 3 people. Half of three is one and a half, plus one is two and a half. So 50% + 1 is two and a half, which, since you can't have a fraction of a voter, means that you would need all three people to have a "majority" by that definition. It's not jN, as that leads to the wrong result for large numbers - a majority of 1000 is 501, but 51% is 510. Your bylaws contradict themselves since they say both "a majority" and "51%".

[David A Foulkes]

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

Where do think you read this? I'm not saying you didn't read it somewhere, nor that (sometimes, at least) it doesn't work out that way, but that's not the definition. As noted, a majority is "more than half." If your membership is 100, half being 50, then you'll need to have 51 (or "1 over half") to make a quorum. But, if your membership is 101, a half being 50.5, then "1 over half" turns out to be 51.5 (and you'll need to "round up" for whole persons to 52 for the quorum), where as a majority leaves you at ("more than half", thus "rounding up" to whole persons) 51. So there is a slight bit of difference there.

Saying a majority is the same as 51%, as noted in your bylaws, will get you into trouble if your membership is large, say 1000 strong. 51% of 1000 is 510, where as a majority ("more than half", half being 500) is only 501. That's a difference of 9 members.

So, to summarize, a majority is not 51% is not "1 over half", although you may end up at the same number. Math can be that way.

---------

(And I see that, as I had to postpone completing and posting this to take an unimportant phone call -- although the caller didn't know her call was unimportant to me -- scshunt has beaten me to the punch. But for all my ruminative efforts, as irrepressibly annoying they may be at times, I'm leaving this up)

(Edited to add the other parenthetical)

[Guest Petunka]

We have a BOD, and I do not believe we have Covenants & Restrictions, only our Rules and Bylaws

Carol,

Your Club is not incorporated?

Being - if we send out 440 voting ballots, and only get 150 back... how can we conduct business? or would we just use the two-thirds vote on what comes back to us?

In my opinion, you would have to consider easing the By-laws and Rules restrictions regarding amendments. For instance, could you amend the By-laws and the Rules to require majority or (super-majority), but that the voting be based on those who actually vote and not the entire membership. But, you would need 51% of the entire membership to approve that amendment.

[Guest Petunka]

These Bylaws may be amended by a majority (51%) vote of the membership. The amendment must have been submitted to the holders of memberships in writing at least forty-five (45) days prior to the vote."

for our Rules, it only states; "Rules adoption requires a majority vote of the membership."

Sorry, I did not mean to say 51%. If your voting membership is 440 you'd need 221 votes in favor to amend the Rules. If your By-laws require 51% you would need 225 votes in favor.

[Guest Carol]

David... I "thought" i read it that way, but after i re-found it, i did read that Majority is just 'over half'

so yes, our bylaws contradict with that verbiage.

We have a meeting Wednesday, i will bring it up that we change it, and change it to "Majority".

Who ever asked if we are incorporated or not... I would imagine so, but really have no idea. We have been a private, member owned Park for about 32 yrs .... used to be a public campground before that. We have a Ltd after our name....

David and Petunka.... big thanks for clarifying the 51% vs majority thing... totally makes sense that it needs to be amended.

[Gary Novosielski]

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

No, a majority is ANY amount over half, no matter how small, as long as it is more than half.

[Gary c Tesser]

I still have not found that forum yet. Any way you can add a link?

Our Bylaws do not mention mail voting at all, this "gentleman" is stating that since our bylaws don't address voting, we HAVE to vote by mail because he read it in RONR, though when i asked "where" he read that, he did not reply to me. They [bOD] did it once back in 2005 for amending the bylaws, so he feels we have to do it every time for it to be "legal". I am just trying to prove him wrong, which i do not believe he likes.

So, if it is prohibited, that is all i need, but i wish i could find it in writing in the book.

I honestly just got tossed into this a yr or so ago, so i really do not 'know' the book, but i'm pretty good at trying to research something

Please correct me if i am wrong -- but i thought i read that majority is 1 over half ??

The Bylaws, Mycology, and Astrophysics Forum is probably here: http://bylawsandsuch.lefora.com/ .

I don't think the bylaws were amended by mail in 2005.

Good luck, and keep writing.

[Guest Carol]

According to RONR, are proxies allowed for any Voting? This "gentleman" is stating that they are not allowed. Our meeting is 10am tomorrow.

[Guest carol]

According to RONR, are proxies allowed for any Voting? This "gentleman" is stating that they are not allowed. Our meeting is 10am tomorrow.

Need to add... our Bylaws state...

A holder of a membership may give another person authority to represent them and vote for them in their behalf in their absence at meetings of the Park.

So -- it looks like Yes, we can use Proxies to vote. I'm guessing that covers all areas, including voting on Rules and Bylaws.

[Guest Nancy N.]

Need to add... our Bylaws state...

A holder of a membership may give another person authority to represent them and vote for them in their behalf in their absence at meetings of the Park.

So -- it looks like Yes, we can use Proxies to vote. I'm guessing that covers all areas, including voting on Rules and Bylaws.

I think (from memory, the computer is slow this week) you need to look at FAQ #10 next.

[Guest Carol]

thanks Nancy. I've already found and printed that for our BOD.

I'm getting A LOT of resistance from this "gentleman" ... he's pretty much saying, that since it doesn't say specifically, we CAN'T vote by mail, then it's OK to do so.

I had to remind him that he stood up at our Rules Meeting and said... if it is not stated in our Bylaws precisely how to handle something, we HAVE to follow RONR -- well now that i have proved him wrong [which he obviously does not like] -- he is really reaching for anything to get these rules by Bylaws amended by mail. [because it's the right thing to do] Saying the BOD has too much power having the Proxy votes.

The way i see it... the Membership is given notice; they KNOW there will be voting on rules and if they choose NOT to attend the meeting, that is their choice. If they decide to send in a proxy and give it to their District Director, that is their choice to have that Board member vote for them... that is the way our Bylaws are written.

Each district elects a district director and an alternate director, who will act in the director's absence; so they obviously trust that person will vote for the best interest of the Park or their District. If they did not, they can give their proxy to someone who they KNOW will vote the way they would cast their own vote.