Jump to content
The Official RONR Q & A Forums

Amendment to Bylaws?


Guest Kim Wollenburg

Recommended Posts

Guest Kim Wollenburg

Hi!

 

I'm not new to the rules but not detailed with them. I'm the president of an online organization and just started serving. I have a question: Do policy and procedure documents ever overule the bylaws?

 

My belief is no, they don't.

 

In this case, our bylaws note that the officers (pres, VP, secretary and treasurer) may be fully reimbursed for expenses incurred in attending annual conference. However, it notes the other three members of the board, the directors, may only have their registration reimbursed.

 

The problem is that for years (not sure when started but has been a while), the directors have had ALL of their expenses reimbursed. This is in the policy and procedures document.

 

If the answer is yes, it can, then good. If not, I'll post another question. :)

 

Thank you!

 

 

 

Link to comment
Share on other sites

Hi!

 

I'm not new to the rules but not detailed with them. I'm the president of an online organization and just started serving. I have a question: Do policy and procedure documents ever overule the bylaws?

 

My belief is no, they don't.

 

In this case, our bylaws note that the officers (pres, VP, secretary and treasurer) may be fully reimbursed for expenses incurred in attending annual conference. However, it notes the other three members of the board, the directors, may only have their registration reimbursed.

 

The problem is that for years (not sure when started but has been a while), the directors have had ALL of their expenses reimbursed. This is in the policy and procedures document.

 

If the answer is yes, it can, then good. If not, I'll post another question. :)

 

Thank you!

 

 

 

They don't.

 

"Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one."  RONR (11th ed.), p. 14

Link to comment
Share on other sites

Thanks George!

 

Second part:

I'm thinking, if the board wants this to continue, we have to fix one of two ways:

 

1) An amendment to the bylaws

 

or

 

2) Our bylaws state that "All major business must be approved by the membership. "Major business" is defined as any action which incurs an expenditure of more than 10% of the projected budget, not to exceed $7500 per year, or an action which affects organization's effectiveness."

 

We would have to make a motion to approve this expenditure and go that route. BUT, it seems like that would contradict not receiving a benefit and would be an abuse of our power. Now, it's not going to be that much. There's no travel as the Con is where the majority are but it's hotel. For me, it's not about the expense but about whether we'd be right to circumvent the bylaws in this way.

 

The reason I'm asking this is because I know that two of the board members, two directors, are used to being reimbursed and will question this like mad. I think I know the answers but I'd like confirmation.

 

Thanks again!

Link to comment
Share on other sites

We don't interpret bylaws here but it's possible the motion you suggest in #2 would still conflict with what you say the bylaws say in post #1, and if it does, that's not proper.  Why try a work-around?  Just propose an amendment to the bylaws and let the membership decide the matter and move on from there.

Link to comment
Share on other sites

We don't interpret bylaws here but it's possible the motion you suggest in #2 would still conflict with what you say the bylaws say in post #1, and if it does, that's not proper.  Why try a work-around?  Just propose an amendment to the bylaws and let the membership decide the matter and move on from there.

 

Thanks again, George. I think it does and believe the best way is to propose it to the membership. Just wanted to verify my process. Appreciate it!

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...