Roberts Rules vs. Organizational Bylaws

[Guest Mary]

This is a hot topic within my organization. Last year at our national convention our current president allowed nominations from the floor because Roberts Rules of Order said we could do so." The issue is that we have a process which states that all candidates for office must be submitted 30 days before the annual meeting. So to me if you have to submit the names no later than 30 days in advance, there can be no nominations from the floor. The other side of the discussion is that because our bylaws do not concretely say there can be no nominations from the floor, that according to Roberts Rules of Order, members can nominate from the floor Below is the excerpt from our bylaws for your review:

NOMINATIONS AND ELECTION PROCEDURES

The Nominating Committee shall follow the nominating procedures as stated under “Article III – Election of Officers” in the Association’s By-Laws.

"

• The Nominating Committee shall be appointed by the National President at the next annual meeting following the annual meeting in which the current officers took their oath of office.

• All financial members are to be notified via the Association’s website, local chapters and/or by a special mailing, at least three months before the following year’s national convention, that nominations are open for the Alumni Association’s national officers (president, vice president, treasurer, and secretary).

Information shall include:

1) Nomination announcement;

2) Officer’s duties;

3)Nomination form, and

4) Election procedures.

It shall be the responsibility of the chair of the Nominating Committee, with the National Secretary, to initiate this notification. (See Sample 1)

• The Nominating Committee shall present the slate of nominees for office for approval by the Board of Directors. The report of this committee shall be sent to each chapter at least sixty (60) days prior to the date set for the annual meeting preceding the election year. Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting. However, the addition of such nominations to the slate must be approved by a majority of the delegates present and voting.

Please let me know if I am missing something. I have interpreted the above to state that the process has timeframes which preclude nominations from the floor. Is my interpretation correct?? We have another meeting next week and I would LOVE to be able to provide concrete feedback from the source itself on this matter. Thanks so much!

[Tim Wynn]

This is a hot topic within my organization. Last year at our national convention our current president allowed nominations from the floor because Roberts Rules of Order said we could do so." The issue is that we have a process which states that all candidates for office must be submitted 30 days before the annual meeting. So to me if you have to submit the names no later than 30 days in advance, there can be no nominations from the floor. The other side of the discussion is that because our bylaws do not concretely say there can be no nominations from the floor, that according to Roberts Rules of Order, members can nominate from the floor Below is the excerpt from our bylaws for your review:

NOMINATIONS AND ELECTION PROCEDURES

The Nominating Committee shall follow the nominating procedures as stated under “Article III – Election of Officers” in the Association’s By-Laws.

"

• The Nominating Committee shall be appointed by the National President at the next annual meeting following the annual meeting in which the current officers took their oath of office.

• All financial members are to be notified via the Association’s website, local chapters and/or by a special mailing, at least three months before the following year’s national convention, that nominations are open for the Alumni Association’s national officers (president, vice president, treasurer, and secretary).

Information shall include:

1) Nomination announcement;

2) Officer’s duties;

3)Nomination form, and

4) Election procedures.

It shall be the responsibility of the chair of the Nominating Committee, with the National Secretary, to initiate this notification. (See Sample 1)

• The Nominating Committee shall present the slate of nominees for office for approval by the Board of Directors. The report of this committee shall be sent to each chapter at least sixty (60) days prior to the date set for the annual meeting preceding the election year. Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting. However, the addition of such nominations to the slate must be approved by a majority of the delegates present and voting.

Please let me know if I am missing something. I have interpreted the above to state that the process has timeframes which preclude nominations from the floor. Is my interpretation correct?? We have another meeting next week and I would LOVE to be able to provide concrete feedback from the source itself on this matter. Thanks so much!

It's true: the excerpt you provided does not concretely preclude nominations from the floor.

[Guest Mary]

I must be hard headed because I don't see how one can make nominations from the floor when the process clearly states that all names must be submitted at least 30 days in advance. All candidates must be vetted and voted upon by the board of directors PRIOR to the annual meeting. That said, please explain to me how one can not follow that process and make nominations from the floor?

[Guest Edgar]

It's true: the excerpt you provided does not concretely preclude nominations from the floor.

And, just so Guest_Mary will have some dissenting feedback (concrete or not), I could argue that the excerpt does, indeed, preclude nominations from the floor (though not, necessarily, write-in votes).

What to do? Put it to a vote. And then amend the bylaws so they say what the majority thinks they say.

In any event, the rules in RONR are superseded by the bylaws wherever there's a conflict.

[Guest Edgar]

. . . please explain to me how one can not follow that process and make nominations from the floor?

How? A member simply makes a nomination from the floor. The chair rules it out of order (or another member makes a point of order to the same effect). The ruling is appealed. The assembly decides who's "right".

[David A Foulkes]

Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting.

If this read "Additional nominations may be only made in writing up to thirty (30) days before the date set for the annual meeting", or even "Additional nominations may be made no later than thirty days before the date set for the annual meeting", I might tend to agree with your position. What you think the cited provision says, and what it really says, are (I believe) two different things. Floor nominations are not typically made in writing. Regardless, this provision does not preclude additional nominations later than 30 days before the annual meeting, it clearly allows them before that date is all.

[Guest Mary]

I agree and we have discused making a change to the bylaws however our process currently so states that we must have submitted proposed bylaw changes to the body for consideration at the next annual meeting by now. We will submit the change next year - which is fine. I guess my issue is that we have a process where all candiates must meet certain criteria that must be vetted and the slate of candiates must be voted on at least 30 days before the annual meeting for voting. How can any of that happen the day before the voting takes place? To me it is just a way for those who want to circumvent the process to take advantage. In either case I am going to make sure that we change the Bylaws to either include a process to do nominations from the floor or specifically state that no nominations can come from the floor based on member preference. Thanks to all for your comments - please feel free to keep them coming!

[jstackpo]

....and the slate of candiates must be voted on at least 30 days before the annual meeting for voting.

This may be a new and relevant fact (or a clue!) that you have stated... but it needs clarification ...

Who is doing this "voting on at least..."

[Tim Wynn]

I must be hard headed because I don't see how one can make nominations from the floor when the process clearly states that all names must be submitted at least 30 days in advance.

It does? I didn't read that.

[Guest Mary]

Just so that I am clear - What I think you all are saying to me is that because our bylaws state a process that says that all candidates for nomination must be made at least 30 days before our annual meeting, there cannot be any nominations from the floor. Please let me know if I am misunderstanding your comments.

JD - the voting takes place at the annual meeting by all financial members on the slate of officers however the board of directors must approve that slate at least 30 days in advance per our bylaws.

Guest Edgar - thanks for stating the fact that bylaws supersede Roberts Rules - one of the points I have been trying to make however several uniformed board members disagree - thus my plea to professionals on this topic. And our process currently does state the acceptance or exclusion of right in candidates. Again I stand by the earlier stated process which specifies that all candidates must be submitted at least 30 days before the annual meeting.

Thank you all for your input!!

[Trina]

Just so that I am clear - What I think you all are saying to me is that because our bylaws state a process that says that all candidates for nomination must be made at least 30 days before our annual meeting, there cannot be any nominations from the floor. Please let me know if I am misunderstanding your comments.

Ummm... that sure isn't what I saw in the bulk of the responses you've received. Personally, I favor Mr. Wynn's comment in post #2. However, we are not supposed to interpret bylaws on this forum; that is why several posters have pointed out that interpretation of the bylaws, when needed, is the responsibility of the organization. In case no one has yet mentioned it, RONR (11th ed.) provides some useful principles of bylaws interpretation on pp. 588-591. One way to actually carry out such interpretation was described by Edgar in post #5.

JD - the voting takes place at the annual meeting by all financial members on the slate of officers however the board of directors must approve that slate at least 30 days in advance per our bylaws.

Guest Edgar - thanks for stating the fact that bylaws supersede Roberts Rules - one of the points I have been trying to make however several uniformed board members disagree - thus my plea to professionals on this topic. And our process currently does state the acceptance or exclusion of right in candidates.

So, what is said about write-in candidates?

Again I stand by the earlier stated process which specifies that all candidates must be submitted at least 30 days before the annual meeting.

Well, that is an argument you can make during debate, if the question of interpretation of the bylaws comes up at a meeting of your organization.

[Guest Mary]

I agree that there is a need for some serious wordsmithing. So let me repeat what I think you are saying Trina and David - because the language doesn’t say "Additional nominations may be only made in writing up to thirty (30) days before the date set for the annual meeting", or even "Additional nominations may be made no later than thirty days before the date set for the annual meeting" but instead says "• The Nominating Committee shall present the slate of nominees for office for approval by the Board of Directors. The report of this committee shall be sent to each chapter at least sixty (60) days prior to the date set for the annual meeting preceding the election year. Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting. However, the addition of such nominations to the slate must be approved by a majority of the delegates present and voting. " you feel that members should be allowed to make nominations from the floor because our bylaws does not expressly say members can't?

Thanks for information on Roberts Rules - I do have the most recent copy and have cited several of the points that have been shared in this session. I do thank you all for your time and input. As you have all said in one way or another - we are going to have to have a session to discuss this and make the necessary changes. Thanks again everyone!

[Chris Harrison]

What I think you all are saying to me is that because our bylaws state a process that says that all candidates for nomination must be made at least 30 days before our annual meeting, there cannot be any nominations from the floor. Please let me know if I am misunderstanding your comments.

In your opening post you cited the bylaws as saying "Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting." If the organization's intention was to say that additional nominations can be made at least 30 days before the Annual Meeting then the wording in the bylaws is quite unfortunate because they say "up to 30 days" which indicates that nominations can be made from 0-30 days before the meeting as opposed to "at least 30 days" which indicates 30 days or more before the meeting.

Well, that is an argument you can make during debate, if the question of interpretation of the bylaws comes up at a meeting of your organization.

I am not sure that any interpretation is necessary or proper since the language she cited from the bylaws is quite clear. It is regrettable that they chose the wrong wording in the bylaws but I think that amendment of the bylaws to reflect the organization's true intent is the proper course as opposed to in effect making "up to" synonymous with "at least" when they are really opposite concepts.

[Trina]

In your opening post you cited the bylaws as saying "Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting." If the organization's intention was to say that additional nominations can be made at least 30 days before the Annual Meeting then the wording in the bylaws is quite unfortunate because they say "up to 30 days" which indicates that nominations can be made from 0-30 days before the meeting as opposed to "at least 30 days" which indicates 30 days or more before the meeting.

I am not sure that any interpretation is necessary or proper since the language she cited from the bylaws is quite clear. It is regrettable that they chose the wrong wording in the bylaws but I think that amendment of the bylaws to reflect the organization's true intent is the proper course as opposed to in effect making "up to" synonymous with "at least" when they are really opposite concepts.

Well, in context:

The report of this committee shall be sent to each chapter at least sixty (60) days prior to the date set for the annual meeting preceding the election year. Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting.

One could also argue that 'up to' refers to the time stream going forward, from the 60 days mentioned (in the first sentence), up to the the 30 days prior to annual meeting (in the second sentence). I think this just demonstrates that the language is not crystal clear as it stands.

I agree that there is a need for some serious wordsmithing. So let me repeat what I think you are saying Trina and David - because the language doesn’t say "Additional nominations may be only made in writing up to thirty (30) days before the date set for the annual meeting", or even "Additional nominations may be made no later than thirty days before the date set for the annual meeting" but instead says "• The Nominating Committee shall present the slate of nominees for office for approval by the Board of Directors. The report of this committee shall be sent to each chapter at least sixty (60) days prior to the date set for the annual meeting preceding the election year. Additional nominations may be made in writing up to thirty (30) days before the date set for the annual meeting. However, the addition of such nominations to the slate must be approved by a majority of the delegates present and voting. " you feel that members should be allowed to make nominations from the floor because our bylaws does not expressly say members can't?

The bylaws language you cite appears to define procedures that must be followed by the nominating committee, and procedures for the addition of further nominations to the 'slate' after the nominating committee has sent out its report. It does not say that other nominations (separate from the 'slate') are disallowed. Since RONR has nothing to say about 'slates', the book won't help you decipher what 'slate' means in your bylaws.

'After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor.' (RONR 11th ed. p 435 ll. 10-12). As Mr. Wynn stated, the bylaws language you quote doesn't preclude nominations from the floor, so one could argue that that rule from RONR is still in force.

[Steven Britton]

What I find interested in this discussion is that no one has discussed the possibility of a "write-in." In the information provide their is no specific prohibition regarding "write-ins."

[David A Foulkes]

What I find interested in this discussion is that no one has discussed the possibility of a "write-in." In the information provide their is no specific prohibition regarding "write-ins."

Take a slower read of post #4.

[Tim Wynn]

What I find interested in this discussion is that no one has discussed the possibility of a "write-in." In the information provide their is no specific prohibition regarding "write-ins."

They're there, now.