bylaws dont match minutes, group over rides President

[Guest lostnewbee]

Help! Not sure what can be done but here’s the run down. (this is very confusing so please bare with me)

We are a small board (most don’t have an idea of Robers Rules of Order are) at the May meeting a set of bylaws show up that are different then the ones the President has…only a couple of small things but one of them is When we vote new members. The Presidents copy says first meeting of the year. The one brought by a different member say the last meeting of the year. This was noticed and it was a split of which ones were right but almost everyone agreed that we need to look at the minutes and see what was changed.

Move a head to June meeting. One of the members brought in all the minutes and bylaws from the last couple of years and showed we never changed when we vote. But there’s a problem, a few people couldn’t make this meeting for different reasons. So the side that wanted to vote last meeting of the year for new members and officers had heavy majority over 2/3. A rule of order came up that the minutes and bylaws don’t match President agreed that bylaws should be fixed before any voting was done and to have a bylaws committee go over the bylaws and get them strait and easier to understand. Because of numbers they voted over 2/3 to over ride the president and rule of order. (not sure that ok)

This made 3 people walk of the board right then and there including the president.

They voted on new members and officers (Three new members and still have room to vote on 2 more board members). With only 5 of the 11 members, 2 of the 5 are leaving the board. (Can they even vote for officers? Once they voted on new members won’t that mean there no longer on the board? And the new members didn’t get any say of the officers at all?) The members that didn’t make the meeting didn’t know there would be voting no did, (well the side wanted to vote I guess) we thought we where just going to go over a few small items and get a committee to fix the bylaws. With all this happening 1 new member has already said he won’t be part of the board and there another 5 might leave…..that leaves only the new President that the 5 voted on (this friends), and 4 members?

Sorry for the Book!

1: Is there anything the old President can do after the rule of order was over turned. The bylaws they used (never was or is current) and was just typed up lies to push an agenda though, on the hopes a few members wouldn’t be able to make it.

2: After they voted on new members can they vote for officers….the 3 new members didn’t even know they were on the board at this time, wouldn’t they get a saying?

Please Help, I’m sure there are questions that I didn’t put that need to be answered so please any input would be great.

[Guest Guest]

You best best is to hire someone to review this mess

Contact either (or both) the ...

National Association of Parliamentarians

213 South Main St.

Independence, MO 64050-3850

Phone: 888-627-2929

Fax: 816-833-3893;

e-mail: hq@NAP2.org

www.parliamentarians.org

or

American Institute of Parliamentarians

550M Ritchie Highway #271

Severna Park, MD 21146

Phone: 888-664-0428

Fax: 410-544-4640

aipparl.org

for a reference or information.

There are also individuals out there that are truly expert parliamentarians, but not members of either group. I don't know of a list or ranking of them.

[Guest lostnewbee]

Thanks, Any other ideas? is it possiable to fix in house? (im guessing not) but other ideas very welcome.

[Chris Harrison]

Thanks, Any other ideas? is it possiable to fix in house? (im guessing not) but other ideas very welcome.

You ultimately will have to solve this in house (or take extra-parliamentary steps to resolve it) but your situation is too complicated for a forum of people spread throughout the world to advise you properly. AIP and NAP can hook you up with a parliamentarian who you can meet with in person or through other means and he or she can review all of the applicable documentation to provide some guidance.

[Trina]

Help! Not sure what can be done but here’s the run down. (this is very confusing so please bare with me)

We are a small board (most don’t have an idea of Robers Rules of Order are) at the May meeting a set of bylaws show up that are different then the ones the President has…only a couple of small things but one of them is When we vote new members.

Are you talking about an election meeting, when new board members are elected?

The Presidents copy says first meeting of the year. The one brought by a different member say the last meeting of the year.

When are the 'first' and 'last' meetings for this organization? Was the May meeting the last of the year, and the June meeting the first of the new year? Or was the June meeting the end-of-year meeting?

This was noticed and it was a split of which ones were right but almost everyone agreed that we need to look at the minutes and see what was changed.

Move a head to June meeting. One of the members brought in all the minutes and bylaws from the last couple of years and showed we never changed when we vote. But there’s a problem, a few people couldn’t make this meeting for different reasons. So the side that wanted to vote last meeting of the year for new members and officers had heavy majority over 2/3. A rule of order came up that the minutes and bylaws don’t match President agreed that bylaws should be fixed before any voting was done and to have a bylaws committee go over the bylaws and get them strait and easier to understand. Because of numbers they voted over 2/3 to over ride the president and rule of order. (not sure that ok)

This made 3 people walk of the board right then and there including the president.

They voted on new members and officers (Three new members and still have room to vote on 2 more board members). With only 5 of the 11 members, 2 of the 5 are leaving the board.

This is all very confusing. What do you mean about 5 of 11 members? Does this mean your bylaws specify a variable number of board members? How many board members were there before the 3 walked off? And what do you mean about 2 of the 5 leaving -- were those people whose terms were up? And who is doing the voting -- was this a meeting of the general membership (electing board members), or was it a meeting of the board?

(Can they even vote for officers? Once they voted on new members won’t that mean there no longer on the board? And the new members didn’t get any say of the officers at all?) The members that didn’t make the meeting didn’t know there would be voting no did, (well the side wanted to vote I guess) we thought we where just going to go over a few small items and get a committee to fix the bylaws. With all this happening 1 new member has already said he won’t be part of the board and there another 5 might leave…..that leaves only the new President that the 5 voted on (this friends), and 4 members?

Again, more clarification about who 'they' is, and who was doing the voting, may help us better understand the circumstances. Do the board members vote amongst themselves to elect officers?

Sorry for the Book!

1: Is there anything the old President can do after the rule of order was over turned. The bylaws they used (never was or is current) and was just typed up lies to push an agenda though, on the hopes a few members wouldn’t be able to make it.

2: After they voted on new members can they vote for officers….the 3 new members didn’t even know they were on the board at this time, wouldn’t they get a saying?

Please Help, I’m sure there are questions that I didn’t put that need to be answered so please any input would be great.

Other posters have recommended getting in-person advice. That may be a good idea in the end. However, I'm still very confused about what actually happened -- it's possible that you may get some useful advice from this forum if you provide more information.

[SaintCad]

Here's the best I can translate.

There are two sets of bylaws floating around, one that says to elect new members at the first meeting of the year and one that says last meeting of the year. Some research is done and it appears that the bylaws were never changed.

Question: What was the original bylaw? First of the year or last of the year? Do you know?

Sounds like someone raised a point of order on this and the point was will taken. I'm not really sure if there was a motion to send the issue to the Bylaws Committee or if that was part of the orbiter dicta of the appeal but either way it was over-ruled by over 2/3 of the members which means that whatever parliamentary rules they used, the motions passed. But this means that voting time is the original time and I don't know if the OP or even the members of the assembly know when that was. If I had to make an assumption, it sounds like most of those at the meeting think it's the last meeting of the year and want to obstruct any possibility of changes.

This made 3 members walk out of the meeting and I don't think they resigned.

Question: Did the members resign as officers and are still on the Board or resign as members and are not on the Board?

It sounds like the board is 11 members and there were only 5 present, but this is where I get lost. There is room for 2 new members. Does that mean there were only 9 people on the board at the time? These 2 plus the 3 that walked out plus the 5 left only add up to 10. Where's the 11th person? They voted new members in. Was that to fill the vacanciesand is that how your Bylaws say to do it? If somehow the resignations from office (Request to be Excused from Duty) were accepted, the offices cannot be filled immediately as notice is required. I think there are two issues going on that may be confusing the OP. If the three members of the Board resigned as members, then their positions would be filled in a procedure laid out in your bylaws. If they resigned as officers, their resignations must be approved by majority vote and then replaced in their office according to your bylaws and the two procedure are probably different. Until the officers are replaced appropriately, the Secretary would run an election to elect a Chair Pro-Tem to run the meetings.

[Guest newbee]

Question: What was the original bylaw? First of the year or last of the year? Do you know?

Answer: Original Bylaws state First meeting of the year. (September) Note: End of the year is May sometimes June

Its an 11 member board, 8 where able to make the meeting

At the May meeting is then a new set of bylaws started floating around. At the May meeting we said we would look over the minutes and and fix bylaws at the next meeting or set up a group to fix the bylaws before any voting would happen.

The 3 members that didn't make the meeting didn't know they would be voting and are very disturbed that they voted.

NEW Info

After the 3 board members left the meeting that left 5 member there. 2 of the 5's terms are up and not coming back.

The first thing they did was elect and vote new Officers for the next year. (can they vote for officers before members? the new member didn't get a say in the officers?

then they voted on 3 new members. (two have already said no) and the 3 that walked out might night come back and the 3 that didn't make the meeting are so mad they voted and how they voted they might not come back.

Not sure that helps or just makes it more confussing.

[SaintCad]

What do your bylaws say about changing the bylaws in regards to prior notice. Also, does it state that officers are elected at the first meeting of the year?

It sounds like the first step at the next meeting would be for a member to raise Points of Order that

1a) Prior notice was not given for a vote on changing the bylaws. (It doesn't sound like the bylaws were actually changed - just that they acted like they were. If not then the Point of Order would be ...)

1b) Members were elected out of compliance with the bylaws.

2) Prior notice was not given for electing officers.

3) Officers were elected out of compliance with the bylaws re: at the wrong time (if that is true)

4) As as a continuing breach, these Points of Order can be raised at any time.

If the Points of Order are denied (not taken) by the Chair, be ready to appeal. I would think that those voted as members that don't really want to serve may help if you need to vote on the appeal if it helps to clean up the mess.

[Guest newbee]

At the next board meeting (which will be an emergence meeting soon) someone will call a point of order about the bylaws and voting and try to have the vote from the last meeting revoked (being they voted new memebers on and officers). This will have to be passed by the new board right? if passed then the 3 new members won't be members anymore? Then the old board (before the vote) would be back how it was to fix the bylaws and vote the new members on?

[Trina]

Question: What was the original bylaw? First of the year or last of the year? Do you know?

Answer: Original Bylaws state First meeting of the year. (September) Note: End of the year is May sometimes June

Its an 11 member board, 8 where able to make the meeting

At the May meeting is then a new set of bylaws started floating around. At the May meeting we said we would look over the minutes and and fix bylaws at the next meeting or set up a group to fix the bylaws before any voting would happen.

The 3 members that didn't make the meeting didn't know they would be voting and are very disturbed that they voted.

NEW Info

After the 3 board members left the meeting that left 5 member there. 2 of the 5's terms are up and not coming back.

The first thing they did was elect and vote new Officers for the next year. (can they vote for officers before members? the new member didn't get a say in the officers?

then they voted on 3 new members. (two have already said no) and the 3 that walked out might night come back and the 3 that didn't make the meeting are so mad they voted and how they voted they might not come back.

Not sure that helps or just makes it more confussing.

At the next board meeting (which will be an emergence meeting soon) someone will call a point of order about the bylaws and voting and try to have the vote from the last meeting revoked (being they voted new memebers on and officers). This will have to be passed by the new board right? if passed then the 3 new members won't be members anymore? Then the old board (before the vote) would be back how it was to fix the bylaws and vote the new members on?

At least one thing is still unclear -- did this whole fiasco take place at a board meeting, or at a general membership meeting? You only mention the presence/absence of various board members. Do the bylaws specify that the election of new board members is to take place at a board meeting? That would be unusual. It's very important to be clear on this point before working on how to fix the mess.

How is quorum defined for the assembly that was meeting? You describe a number of absences, plus people stalking out of the meeting in disgust... how many were left, and was it enough to meet the quorum requirement?

Of course it sounds improper for the 'new' board to vote for its officers for the coming year before the election of new board members has even taken place. What do your bylaws say about how this should be done? However, since that was far from the only irregularity in procedure, there's probably not much point in addressing that error in isolation.