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Guest Roberto G

Robert's Rules vs Bylaws

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Guest Roberto G

In its bylaws a nonprofit has chosen Robert's Rules for parliamentary procedure. A vacancy has occurred in the position of Chair. The bylaws state that the vacancy shall be automatically filled by the sitting Vice Chair. Now a majority of the directors are ignoring the bylaw succession provision and are attempting to hold an election to fill the vacancy citing Robert's Rules as their authority.

I was the Vice Chair and upon the resignation of the Chair I sent notice to the directors that pursuant to the bylaws I was the new Chair.  I believe that Robert's does not apply and that the bylaw controls.

 

Discussion?

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You are entirely correct.  Ask your dissident friends to produce an RONR citation (page, line number, &c.) for their claim.

Don't worry  --  they won't be able to.    And, in turn, you can show them page 14, lines 17-22 as well as the citations that Chris H. noted.

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4 hours ago, Guest Roberto G said:

In its bylaws a nonprofit has chosen Robert's Rules for parliamentary procedure. A vacancy has occurred in the position of Chair. The bylaws state that the vacancy shall be automatically filled by the sitting Vice Chair. Now a majority of the directors are ignoring the bylaw succession provision and are attempting to hold an election to fill the vacancy citing Robert's Rules as their authority.

I was the Vice Chair and upon the resignation of the Chair I sent notice to the directors that pursuant to the bylaws I was the new Chair.  I believe that Robert's does not apply and that the bylaw controls.

It is correct that your bylaws take precedence over RONR when they are in conflict, however, RONR actually agrees with your bylaws in this matter, despite the claim to the contrary.

“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., pg. 14)

“When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 17)

Your bylaws themselves should also state something to that effect. If they do not, see here for how to fix that.

”In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president.” (RONR, 11th ed., pg. 458)

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Guest Jamie

In a small (72 member)  non-profit with a board that the bylaws designate has 11 members, can the nominations and election committee turn down a nomination for someone that has previously been disruptive and resigned? We want to amend the bylaws to allow for a 7-11 member board and that is in the works, but it is time open nominations and we were contacted by an ex board member that was disruptive and quit the board less than a year ago. We would prefer to not add her to our ballot.

The bylaws do state that nominations go through the nom and election committee and that you cannot self nominate.

Thank you,

Jamie Whittaker

Lineolated parakeet society

LPS-bylaws-revised-2016.pdf

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