clubjuggle Posted June 30, 2013 at 04:10 PM Report Share Posted June 30, 2013 at 04:10 PM Hello all,I am the President of a national association of outdoors clubs. Our members are affiliated local clubs. Our organizational structure consists of a Council of Delegates and a Board of Directors.The Council of Delegates consists of one delegate from each affiliated local club. Every club may appoint a delegate, but the club must meet certain requirements for its delegate to be able to vote. The Council meets annually, but the President or Board of Directors may call a special meeting on 30 days notice. Our Bylaws prescribe that the Council of Delegates meeting uses Robert's Rules of Order.The Board of Directors is elected by the Council of Delegates and meets monthly and consists of 8 people. Our bylaws do not prescribe a set of rules for the Board, but by custom we follow the small body version of Robert's Rules.Amendments to our bylaws require a 2/3 vote at a duly called meeting of the Board of Directors, however any amendment relating to the affiliated clubs or the Council of Delegates must be ratified by a majority vote of the Council of Delegates before they become effective.We have a series of 5 amendments adopted by the board, to be presented to the Council of Delegates for ratification. I will be calling a special meeting to do this as we want the changes in place before our annual general meeting.My question (finally!) is this: How exactly does ratification work? Are amendments to the proposal in order, or is it limited to an up-or-down vote on the amendment adopted by the board? Are there any other "gotchas" I need to watch out for?Please accept my apologies for the long post, but I figured the background would be relevant to the question. Thank for your time and your help.~Terry Link to comment Share on other sites More sharing options...
jstackpo Posted June 30, 2013 at 04:52 PM Report Share Posted June 30, 2013 at 04:52 PM Perhaps unfortunately, your "long post" (not so long - you should look around here a bit...) has to bring forth a rather short answer: RONR doesn't describe the sort of ratifications you speak of, so you are on your own. (If that isn't a "gotcha", I don't know what one is.) In RONR-land, commonly, the membership adopts bylaws and they go into effect immediately - no other body gets to "ratify" them. "Ratify" is described in RONR, but it relates to an essentially different process. Link to comment Share on other sites More sharing options...
DrEntropy Posted June 30, 2013 at 05:12 PM Report Share Posted June 30, 2013 at 05:12 PM Carefully review your bylaws. If they are unclear, it is up to your organization to interpret them. You might consider adding to your proposed amendments one that clarifies the process for the future. For help with interpretation, see RONR page 588 Link to comment Share on other sites More sharing options...
clubjuggle Posted June 30, 2013 at 06:26 PM Author Report Share Posted June 30, 2013 at 06:26 PM Thanks for the replies. The reference to page 588 et. seq. was especially helpful. I have actually read around a bit and seen some of the longer posts. :-)I actually feel better knowing that this situation *isn't* specifically covered. As I'm thinking it through, here's what I'm coming up with.Our bylaws do NOT give the Council of Delegates a means to amend the bylaws. Amendments can only be made by the Board, with certain amendments subject to ratification by the Council. The bylaws also specify that ratification only takes a majority vote of the Council.It's pretty clearly NOT intended that the Council of Delegates be able to amend the bylaws with a simple majority vote and this would create a simple opportunity for them to do that. It's clearly not intended for our bylaws to be amended by a simple majority. I am left to conclude, then, that any amendment to the motion to ratify would be out of order under our bylaws, and that it would have to be an up or down vote. If a delegate wishes to raise a point of order on that ruling, it would be up to them to do so at the time, and I'd of course be happy to let the body decide. If no one objected at the time, then that's that.I know it's up to me to interpret our bylaws and I would own this decision. With that said, does the above interpretation seem reasonable?Thanks,~Terry Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted June 30, 2013 at 06:41 PM Report Share Posted June 30, 2013 at 06:41 PM I agree that you can't ratify an action that is different from the one submitted for ratification. [P.S.: "Et" is a word, not an abbreviation. To avoid the mishap of writing "et. seq.", we just write "ff." around here. :-)] Link to comment Share on other sites More sharing options...
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