anonneedsadvice Posted March 2, 2015 at 09:20 PM Report Share Posted March 2, 2015 at 09:20 PM Why is it always when one encounters a problem they look back and think, I should have done a better job? Well I’m in that situation. Small club start and we did a horrid job on our bylaws. They do not state that RONR will be out method of business (however there is documented proof that we have been following RONR during meetings). They DO give job descriptions for the Officers. They list that our Board will consist of SEVEN, and they do not. We have only ever had 3 on the BOD. Can the officers be part of the board? Our Bylaws don’t state if they are or are not. Bylaws are NOT signed by the BOD nor can I locate minutes that state they were approved by membership on the date specified. Our VP has never attended a meeting and same for one on the BOD. (don’t ask me how they got their positions, I don’t remember!) Of course, we are having problems and need to reorganize and there is a dispute on how to do this. The 5 of us that do show up and meet (pres, sec, treas and 2 from bod) are split 3-2 on how to handle things. So no majority. Our bylaws do state that membership is conditional upon attendance of as many meetings as possible. Then the next clause states that it can be waived to the illness, disability, conflict with employment, excessive distance or bona-fide previous commitments. So you would think it would be as easy as removing the 2 no shows and then voting as a party of 5? Is there something I can refer to about someone under charges doesn’t count for quorum and doesn’t get a vote? Any advice? Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 2, 2015 at 09:44 PM Report Share Posted March 2, 2015 at 09:44 PM Small club start and we did a horrid job on our bylaws. Any advice? Amend your bylaws. Link to comment Share on other sites More sharing options...
Chris Harrison Posted March 2, 2015 at 10:07 PM Report Share Posted March 2, 2015 at 10:07 PM Amend your bylaws.Bylaws are NOT signed by the BOD nor can I locate minutes that state they were approved by membership on the date specified.My inclination is unless some proof can be produced that the Membership actually adopted the bylaws they should proceed as if they weren't and then pay close attention to RONR pp. 553-561 for how to form the organization. Link to comment Share on other sites More sharing options...
Tom Coronite Posted March 2, 2015 at 11:01 PM Report Share Posted March 2, 2015 at 11:01 PM Of course, we are having problems and need to reorganize and there is a dispute on how to do this. The 5 of us that do show up and meet (pres, sec, treas and 2 from bod) are split 3-2 on how to handle things. So no majority. That looks like a majority. Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 2, 2015 at 11:07 PM Report Share Posted March 2, 2015 at 11:07 PM My inclination is unless some proof can be produced that the Membership actually adopted the bylaws they should proceed as if they weren't . . . They've got officers. They've got a board. They've had meetings. They have attendance requirements. My inclination is that the burden of proof lies with those who say there are no bylaws. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 3, 2015 at 12:02 AM Report Share Posted March 3, 2015 at 12:02 AM Small club start and we did a horrid job on our bylaws. They do not state that RONR will be out method of business (however there is documented proof that we have been following RONR during meetings). They DO give job descriptions for the Officers. They list that our Board will consist of SEVEN, and they do not. We have only ever had 3 on the BOD. Can the officers be part of the board? Our Bylaws don’t state if they are or are not.Yes, the officers certainly can be part of the board, but they are part of the board only if the bylaws so provide.Bylaws are NOT signed by the BOD...No rule in RONR requires anyone to sign the bylaws.Of course, we are having problems and need to reorganize and there is a dispute on how to do this. The 5 of us that do show up and meet (pres, sec, treas and 2 from bod) are split 3-2 on how to handle things. So no majority.But that is a majority.Our bylaws do state that membership is conditional upon attendance of as many meetings as possible. Then the next clause states that it can be waived to the illness, disability, conflict with employment, excessive distance or bona-fide previous commitments. So you would think it would be as easy as removing the 2 no shows and then voting as a party of 5? Is there something I can refer to about someone under charges doesn’t count for quorum and doesn’t get a vote?Let's establish a few things before we talk about removing the no shows (or anything else, for that matter). How many members does the club have, and what do the bylaws say about the quorum requirement (if anything)?Members whose rights are under disciplinary suspension do not count for quorum and don't get a vote. Members who are under charges may or may not be under disciplinary suspension. It's up to the assembly to make that decision when it adopts a resolution preferring charges.Since you bring this up, does this mean that some members of the society have had charges preferred against them? If so, how many?My inclination is unless some proof can be produced that the Membership actually adopted the bylaws they should proceed as if they weren't and then pay close attention to RONR pp. 553-561 for how to form the organization.Since it seems the assembly has been operating under the assumption that the organization does, in fact, have bylaws, I think the burden of proof lies with those who claim that the bylaws were not properly adopted. Link to comment Share on other sites More sharing options...
anonneedsadvice Posted March 3, 2015 at 12:39 AM Author Report Share Posted March 3, 2015 at 12:39 AM We have only ever had 3 on the BOD. Can the officers be part of the board? Our Bylaws don’t state if they are or are not. Yes, the officers certainly can be part of the board, but they are part of the board only if the bylaws so provide. Ok, so since the bylaws don't specify either way, I'd have to say the officers are not part of the board. No rule in RONR requires anyone to sign the bylaws. Ok, I figured they had to be signed. Let's establish a few things before we talk about removing the no shows (or anything else, for that matter). How many members does the club have, and what do the bylaws say about the quorum requirement (if anything)? There are a total of 9 members as far as I can discern. 4 officers, 3 bod and 2 general members. Until today, I counted 10, but a member resigned from the club due to conflict. Although not explicitly stated, practice has been if you show up to the meeting and are current on your dues, you can vote. Bylaws say nothing about quorums. We have been practicing that 4 is a quorum. I think our president forgot about the 2 general members that were approved a while back. Since you bring this up, does this mean that some members of the society have had charges preferred against them? If so, how many? Been discussed. The 3 of us are trying to act appropriately based upon the rules as they have been laid out thus far. Since it seems the assembly has been operating under the assumption that the organization does, in fact, have bylaws, I think the burden of proof lies with those who claim that the bylaws were not properly adopted. That would be me, lol. I am not sure if that helps or hurts my plan though. For what it's worth, our bylaws are a near exact replica of this. http://www.ukcdogs.com/res/pdf/Current-%20Cont%20&%20Bylaws.pdf Thank you all for your thoughtful replies. Link to comment Share on other sites More sharing options...
anonneedsadvice Posted March 3, 2015 at 12:49 AM Author Report Share Posted March 3, 2015 at 12:49 AM May I also pose a follow up question? Is there a standard order of hierarchy? Can the Board approve an action and direct the officers to carry it out?And no, the bylaws don't say anything, lol Link to comment Share on other sites More sharing options...
Josh Martin Posted March 3, 2015 at 02:14 AM Report Share Posted March 3, 2015 at 02:14 AM There are a total of 9 members as far as I can discern. 4 officers, 3 bod and 2 general members. Until today, I counted 10, but a member resigned from the club due to conflict. Although not explicitly stated, practice has been if you show up to the meeting and are current on your dues, you can vote. Bylaws say nothing about quorums. We have been practicing that 4 is a quorum. I think our president forgot about the 2 general members that were approved a while back. Okay. So if there are nine members, and the bylaws are silent on the quorum requirement, a quorum is five. You say you have five members who attend meetings, so that meets the quorum requirement. So you can move forward without needing to remove anyone. If you do wish to remove them anyway, check your bylaws for the procedure to follow, or see Ch. XX of RONR if your bylaws are silent on this subject. Been discussed. The 3 of us are trying to act appropriately based upon the rules as they have been laid out thus far. If your bylaws are silent on this subject, and you therefore need to follow the procedures in Ch. XX of RONR, it's going to be some time before you prefer charges against anyone if you haven't even started the procedure yet. So I wouldn't wait to start on your other goals (such as amending the bylaws). That would be me, lol. I am not sure if that helps or hurts my plan though. For what it's worth, our bylaws are a near exact replica of this. http://www.ukcdogs.com/res/pdf/Current- If it could be proven that the bylaws had not been properly adopted, it would simplify some things. There would be no quorum (or more precisely, the quorum is the members present), since you don't yet have an organization with members. For the same reason, there would be no need to remove the members who never show up - they just wouldn't show up to join the society when it is created. It would also be easier to adopt new bylaws - a majority vote (without notice) would suffice, instead of whatever procedure the bylaws currently provide. Other things might be more complicated, such as what to do with any funds currently held by the organization when it turns out the organization doesn't really exist. May I also pose a follow up question? Is there a standard order of hierarchy? Can the Board approve an action and direct the officers to carry it out?And no, the bylaws don't say anything, lol Assuming the board has the authority to take the action, yes, it can direct the officers to carry it out. Link to comment Share on other sites More sharing options...
anonneedsadvice Posted March 3, 2015 at 06:55 AM Author Report Share Posted March 3, 2015 at 06:55 AM Josh, you have been a great help and I am looking at RONR 11th edition and trying to learn. One last set of questions for you in relation to a board of directors. Do they follow regular procedure? ie. if a board is 3 members and only 2 show for a board(executive) meeting, they can conduct any businesses needed as long as both members are in agreement? Or do all 3 members have to show up for a board/executive meeting to be valid? Assuming the board has the authority to take the action, yes, it can direct the officers to carry it out.Said authority would be granted in bylaws or is there something in the book I haven't ran into yet? Josh Martin, on 02 Mar 2015 - 8:14 PM, said: If it could be proven that the bylaws had not been properly adopted, it would simplify some things. There would be no quorum (or more precisely, the quorum is the members present), since you don't yet have an organization with members. For the same reason, there would be no need to remove the members who never show up - they just wouldn't show up to join the society when it is created. It would also be easier to adopt new bylaws - a majority vote (without notice) would suffice, instead of whatever procedure the bylaws currently provide. I'm working on this. And those that aren't showing are a member of the board and our vice prez.Thank you so much and whew, this book has a lot if info! Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 3, 2015 at 12:34 PM Report Share Posted March 3, 2015 at 12:34 PM . . . if a board is 3 members and only 2 show for a board(executive) meeting, they can conduct any businesses needed as long as both members are in agreement? Or do all 3 members have to show up for a board/executive meeting to be valid? The (default) quorum for a three-member board is two members (more than half the membership). With two members present, a vote of 1-0 (with one member abstaining) or 2-0 would adopt most (probably all) motions. A tie vote means the motion is defeated. It's best not to refer to a board meeting as an "executive meeting" lest it be confused with a meeting held in executive session. The (default) quorum for a (general) meeting of an association with nine members is five members. Whether some of those members are also officers or board members is immaterial. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 3, 2015 at 02:45 PM Report Share Posted March 3, 2015 at 02:45 PM Josh, you have been a great help and I am looking at RONR 11th edition and trying to learn. One last set of questions for you in relation to a board of directors. Do they follow regular procedure? ie. if a board is 3 members and only 2 show for a board(executive) meeting, they can conduct any businesses needed as long as both members are in agreement? Or do all 3 members have to show up for a board/executive meeting to be valid?If the bylaws are silent on this subject, a quorum for the board is a majority. For a board of three members, this would be two.Said authority would be granted in bylaws or is there something in the book I haven't ran into yet?Yes, it would be granted in the bylaws. Link to comment Share on other sites More sharing options...
DanielEHayes Posted March 3, 2015 at 03:11 PM Report Share Posted March 3, 2015 at 03:11 PM I recommend hiring a Professional Registered Parliamentarian to help you guys "fix it". If you feel you messed it up bad once..what makes you think you are not going to mess it up again? Hire a PRP, it will save you money and headaches in the long run. It will be some of the best money ever spent. Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 3, 2015 at 03:16 PM Report Share Posted March 3, 2015 at 03:16 PM Hire a PRP, it will save you money and headaches in the long run. It will be some of the best money ever spent. This is a dog club with only nine members. Link to comment Share on other sites More sharing options...
Richard Brown Posted March 3, 2015 at 04:44 PM Report Share Posted March 3, 2015 at 04:44 PM This is a dog club with only nine members. Then perhaps it is best to keep coming back here for free advice.... or join a local unit of NAP or AIP and get to know some local aspiring (or for real) parliamentarians and learn a lot and get more of your questions answered. NAP, in particular, has lots of local units. Here is information on the two largest national parliamentary organizations. You can also get referrals from them: NAP and AIP contact info National Association of Parliamentarians (NAP)213 South Main St.Independence, MO 64050-3850Phone: 888-627-2929e-mail: hq@NAP2.org www.parliamentarians.orgAmerican Institute of Parliamentarians (AIP)618 Church Street, Ste 220Nashville, TN 37219Phone: 888-664-0428e-mail: aip@aipparl.orgwww.aipparl.org Edited to add: Do either the AKC or any of the other national dog clubs by chance have any guidelines or sample bylaws on their websites? Edited again to add: The NAP has, on its website, a good book on drafting bylaws: https://netforum.avectra.com/eweb/shopping/shopping.aspx?site=nap&webcode=shopping&shopsearch=what+does+it+say+in+the+bylaws&prd_key=cadcca61-81f9-46c2-8084-1465c55e9987 They also have a CD-ROM with templates for basic bylaw provisions. I emphasize BASIC. Don't expect anything more than the bare basics from that CD.https://netforum.avectra.com/eweb/shopping/shopping.aspx?pager=2&site=nap&webcode=shopping&prd_key=1aa5519c-78dc-4459-8ffd-1bda9cab6b11 Link to comment Share on other sites More sharing options...
anonneedsadvice Posted March 3, 2015 at 10:32 PM Author Report Share Posted March 3, 2015 at 10:32 PM I recommend hiring a Professional Registered Parliamentarian to help you guys "fix it". If you feel you messed it up bad once..what makes you think you are not going to mess it up again? Hire a PRP, it will save you money and headaches in the long run. It will be some of the best money ever spent. Well I wasn't on the ball last time and didn't do any research. If we had the $$ I would Link to comment Share on other sites More sharing options...
anonneedsadvice Posted March 3, 2015 at 10:40 PM Author Report Share Posted March 3, 2015 at 10:40 PM Then perhaps it is best to keep coming back here for free advice.... or join a local unit of NAP or AIP and get to know some local aspiring (or for real) parliamentarians and learn a lot and get more of your questions answered. Thank you Richard, I will check into those and see if any of the localish peole would lend a helping hand, for a six pack Edited to add: Do either the AKC or any of the other national dog clubs by chance have any guidelines or sample bylaws on their websites? I have a few AKC clubs who have been kind enough to provide me their bylaws so that I can assemble something better. Our messy bylaws are a near exact duplicate of the UKC bylaws that are here :http://www.ukcdogs.com/res/pdf/Current-%20Cont%20&%20Bylaws.pdf I am still working on my draft of "what is" and then will move to "what it should be" and then work with others. I sincerely thank you all for your help. Link to comment Share on other sites More sharing options...
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