standing rules - what can i add

[Guest jshoovie]

I am trying to understand if I can add the "start and stop dates of the board of directors" to the standing rules.

our by-laws state:

Tenure of Office. Each Director shall be elected to serve for one (1) year and until his or her successor is elected or until his or her earlier resignation, removal from office or death.

Roberts rules states:

The officer-elect takes possession of his/her office immediately upon his/her election's becoming final.

Can I add a "standing rule" that says something like:

"The newly elected officers will assume their position at the beginning of the organizations fiscal year"

We are a non-profit organization and to change the by-laws is a big ordeal and cost.

thanks.

[Tim Wynn]

I am trying to understand if I can add the "start and stop dates of the board of directors" to the standing rules.

our by-laws state:

Tenure of Office. Each Director shall be elected to serve for one (1) year and until his or her successor is elected or until his or her earlier resignation, removal from office or death.

Roberts rules states:

The officer-elect takes possession of his/her office immediately upon his/her election's becoming final.

Can I add a "standing rule" that says something like:

"The newly elected officers will assume their position at the beginning of the organizations fiscal year"

We are a non-profit organization and to change the by-laws is a big ordeal and cost.

thanks.

A bylaw cannot be amended by a standing rule, and no motion is in order that conflicts with the bylaws. Having not read your bylaws, I cannot advise whether or not a motion would conflict with them.

Amending the bylaws is the way to go. Amending your bylaws shouldn't be expensive, but I'll take your word for it.

[Guest jshoovie]

there is nothing in our by-laws about when the elected official takes office other than what i have listed above.

and this:

Meetings of the Board of Directors shall be conducted in the manner prescribed in any then-current edition of Robert's Rules of Order Newly Revised; however, in no event shall any such meetings be conducted in a manner that is inconsistent with the Articles of Incorporation of the Corporation or this Code of Regulations.

the difficulty involved with changed the by-laws is they have to be files for tax purposes with the IRS and the state.

So if we can clarify something with a standing rule then we would like to do so if it is proper.

thanks.

[Trina]

As you stated in your first post, RONR assumes the person takes office upon election. Do your bylaws specify when elections are to take place?

[Trina]

A bylaw cannot be amended by a standing rule, and no motion is in order that conflicts with the bylaws. Having not read your bylaws, I cannot advise whether or not a motion would conflict with them.

...

Quoting further from the sentence cited by the original poster:

'An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time.' (RONR 11th ed. p. 444 ll. 28-30)

What 'other rules' are contemplated in that sentence? Would those other rules have to come from a source that takes precedence over the organization's bylaws?

[Tim Wynn]

there is nothing in our by-laws about when the elected official takes office other than what i have listed above.

and this:

Meetings of the Board of Directors shall be conducted in the manner prescribed in any then-current edition of Robert's Rules of Order Newly Revised; however, in no event shall any such meetings be conducted in a manner that is inconsistent with the Articles of Incorporation of the Corporation or this Code of Regulations.

the difficulty involved with changed the by-laws is they have to be files for tax purposes with the IRS and the state.

So if we can clarify something with a standing rule then we would like to do so if it is proper.

thanks.

Amendment of the terms of office that are listed in the bylaws requires the adoption of a bylaw amendment.

This forum is filled with individuals who Love filing forms, so you might not get any empathy with that plight.

[Tim Wynn]

Quoting further from the sentence cited by the original poster:

'An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time.' (RONR 11th ed. p. 444 ll. 28-30)

What 'other rules' are contemplated in that sentence? Would those other rules have to come from a source that takes precedence over the organization's bylaws?

No, not necessarily. They just have to be in accord with the bylaws. The bylaws could authorize the board, for example, to have a say in the matter, or the language of the bylaws could leave it open for the assembly to adopt a rule governing the matter.

[Guest Nancy N.]

I expect that the rule that prescribes when officers' terms begin, having its effect outside meetings and of an administrative nature, would be an ordinary standing rule (p. 18), if the rule isn't necessarily bylaws-level (or higher, Trina??). It seems to me the rule would only change the immediate-possession rule in RONR cited by Trina in her post 5. So I lean towards saying that yes, the adoption of an ordinary standing rule can change the time that an elected person takes office.

(Expecting a good chance of having to visit the aileron store soon....)

[Trina]

I expect that the rule that prescribes when officers' terms begin, having its effect outside meetings and of an administrative nature, would be an ordinary standing rule (p. 18), if the rule isn't necessarily bylaws-level (or higher, Trina??). It seems to me the rule would only change the immediate-possession rule in RONR cited by Trina in her post 5. So I lean towards saying that yes, the adoption of an ordinary standing rule can change the time that an elected person takes office.

(Expecting a good chance of having to visit the aileron store soon....)

However, if RONR is adopted as the parliamentary authority, then the rules in RONR are essentially incorporated into the bylaws (wherever the rules don't conflict with the bylaws). Thus, it seems to me that a standing rule to attempt to delay the assumption of office would be in conflict with the bylaws.

(Perhaps I'll have to pay a visit to the aforementioned place of business also )

[DrEntropy]

Do your bylaws specify when elections are to take place?

This would seem to be an important question.

[Guest Gary c Tesser]

However, if RONR is adopted as the parliamentary authority, then the rules in RONR are essentially incorporated into the bylaws [...] )

I've had trouble with that construction for some time. It almost implies that there are little to any rules at all of lower than the bylaws level. Special rules of order, for example, which are essentially amendments to the parliamentary authority, would be at bylaws-level. (Rules governing who signs the guest register are trivial here.) The little list on p. 94 of RONR - In Brief would be at best misleading. And the reference to a bylaws-level prohibition of proxy voting being accomplished by RONR's adoption in the bylaws (p. 414 - 415, RONr 10th; about 15.46 pages later in the 11th) is stated as a specific for that instance, not the status of the book generally.

[Trina]

I've had trouble with that construction for some time. It almost implies that there are little to any rules at all of lower than the bylaws level. Special rules of order, for example, which are essentially amendments to the parliamentary authority, would be at bylaws-level. (Rules governing who signs the guest register are trivial here.) The little list on p. 94 of RONR - In Brief would be at best misleading. And the reference to a bylaws-level prohibition of proxy voting being accomplished by RONR's adoption in the bylaws (p. 414 - 415, RONr 10th; about 15.46 pages later in the 11th) is stated as a specific for that instance, not the status of the book generally.

This is an interesting question.

However, even though I brought up the argument (that the rules in RONR are essentially incorporated into the bylaws), I don't think it's a necessary argument in this situation.

If the bylaws state when the elections are to take place, and if they contain a typical definition of the term of office (such as "'to serve for one (1) year and until his or her successor is elected" -- as quoted by the original poster), then the bylaws language all by itself would clearly lay out when the term of office begins, and a standing rule as proposed by the original poster would be in conflict with the bylaws. One could probably imagine bylaws with more wiggle room (e.g. some choice over when the election is to take place), or with less wiggle room (e.g. a term of office defined strictly in terms of starting and ending dates).

[David A Foulkes]

I've had trouble with that construction for some time. It almost implies that there are little to any rules at all of lower than the bylaws level. Special rules of order, for example, which are essentially amendments to the parliamentary authority, would be at bylaws-level. (Rules governing who signs the guest register are trivial here.) The little list on p. 94 of RONR - In Brief would be at best misleading. And the reference to a bylaws-level prohibition of proxy voting being accomplished by RONR's adoption in the bylaws (p. 414 - 415, RONr 10th; about 15.46 pages later in the 11th) is stated as a specific for that instance, not the status of the book generally.

I think the section beginning on p. 15 may address this, in conjunction with the first paragraph of the Introduction (previously known as the forward, or foreward, or even foreword). RONR is a collection not of bylaws, but of Rules of Order, which take their place in line behind the Charter and Constitution/Bylaws as far as governance hierarchy. The adoption in the Bylaws of RONR (or any manual) as the Parliamentary Authority surely makes it official, but in itself does not elevate the rules contained therein to the level of bylaws. Thus the many phrasings included in the book such as is found on p. 16 ll. 23-24.

By adopting RONR as the PA, you adopt the rule that proxies are not allowed, as noted in the book, but which can be overruled by a bylaw stating so, also as noted in the book. But in the absence of such a bylaw, proxies are not allowed, although that rule is not a bylaw-level rule.

[Guest Edgar]

I've had trouble with that construction for some time.

As someone who knows someone who would occasionally say something like, "by adopting RONR you've added its 700+ pages to your bylaws", I now find myself rethinking the accuracy of that phrasing.

[Dan Honemann]

I think this train has run off the tracks.

"An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time." (RONR, 11th ed., p. 444, ll.28-30; emphasis supplied).

It seems clear to me (at least) that RONR itself is saying that an organization can adopt a rule specifying a later time so long as such rule does not conflict with the bylaws (or higher authority). Doing so certainly will not conflict with RONR.

[Gary Novosielski]

Exactly. By saying "or other rules", RONR is explicitly allowing "other rules" to regulate the installation date of officers, if these rules are not in conflict with the bylaws.

And saying that adopting RONR as a parliamentary authority is equivalent to adding its 700+ pages to the bylaws is only partially correct. If properly adopted, the rules in RONR apply only where they are "not inconsistent" with the bylaws or SRO's of the society.

The differences between "not inconsistent with" and the at-first-glance apparently simpler "consistent with" with is left as an exercise for the reader.