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Conflict with bylaws and Roberts Rules of Order


Betty Heim

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What happens when the body adopts a motion - change to a bylaw that conflicts with both the bylaws and Roberts Rules of order.  I pointed out to the membership that even if a motion conflicts with both that it is out of order and null and void.  I motioned to suspend indefinitely the bylaw change motion.  My motion failed.  Their  motion for the conflicting bylaw change passed.  So now what?? Is there a place I can file a complaint.  Any recourse? What does one do when the membership and the executive board refuse to follow Roberts Rules? Our bylaws state that Roberts Rules supersedes anything not contained in the bylaws.  Help!  What can be done?

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Betty, I'm not sure what happened, but it sounds like your organization adopted a bylaw amendment which contains something contrary to RONR and which also contradicts or conflicts with an existing bylaw. However, if that is what happened, it is perfectly permissible.

As a practical matter, many bylaw amendments conflict with and change existing by law provisions. Also, since the bylaws are superior to RONR, the bylaws remain the superior document. RONR does not limit what you can put in your bylaws.

If I am misunderstanding the situation, please try to explain it again.

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2 minutes ago, Betty Heim said:

So why does Roberts Rules state that even if a motion is adopted it is out of order and null and void... It seems to me it isn't permissible or else Roberts Rules would not state this.  

How else could you amend the bylaws? For example, if the bylaws say the society shall meet on the third Wednesday of each month, the only way you can change it to the second Tuesday of each month is by adopting a provision which conflicts with the current one. That is the way you amend bylaws.

Edited to add: a regular motion which conflicts with the bylaws is null and void, but not if the motion is itself an Amendment to the bylaws.

Edited by Richard Brown
Added last paragraph
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One part of the bylaws states that all members have a right to vote on each matter before the membership.  It also states that any member can run for office.

now they original wording was not removed. The new addition states that no member can run for office that has a for profit business.  And that if an officer as a for profit business, he must recuse himself from voting on the matter, as well as any employee or relative of the officer who has a for profit business arrangement, the employee or immediate relative cannot participate in any discussion or voting on the matter.

not only does it conflict with the bylaws and Roberts Rules it infringes on the voting rights of all members to vote on all matters.

i want to know who governs Roberts Rules that one can register a complaint.  Roberts Rules states that Officers should refrain from voting on such matters pertains to a business arrangement, however no member can be compelled to refrain from voting in such circumstances.   Under voting - Roberts states each member is entitled to one vote on each matter before the assembly.  Now surely the rules - Roberts Rules intend for all members to have a right to vote and now the addition to the bylaws infringes on those rules.

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Robert - I disagree on your example.  If they wanted to change the day to meet from the third Wednesday of the month  to second Tuesday in order to avoid the conflict they would rescind the first reference of the bylaw and replace it with the second one.  Besides this would not conflict with Roberts Rules in any way.

Edited by Betty Heim
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Just now, Betty Heim said:

Is there anyone that you can go to to file a complaint?  Anyone who enforces Roberts Rules of Order?

Are you saying or implying that there is something wrong with Robert's Rules of Order? There is nothing wrong with RONR. I believe the problem is that you are not interpreting it or understanding it correctly.

If you are referring to your own organization not following Robert's Rules of Order, it is up to your organization to enforce its rules as well as the rules in RONR. There is no Agency for you to call to do the enforcing for you. There are no parliamentary police. It is up to each organization to enforce its own rules, including the rules in its parliamentary authority, which I assume in your case is RONR. 

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19 minutes ago, Betty Heim said:

Robert - I disagree on your example

Who is Robert? 

22 minutes ago, Betty Heim said:

If they wanted to change the day to meet from the third Wednesday of the month  to second Tuesday in order to avoid the conflict they would rescind the first reference of the bylaw and replace it with the second one.  

No, that is not the correct way to make that change. You do not first rescind the provision which you are changing. You merely amend it. The amendment may be by substitution of a new phrase, but you still do it by amendment and not by first rescinding the existing provision. Doing that can lead to severe consequences.

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Betty, what version of Robert's Rules are you using as your reference? Are you using the official "Robert's Rules of Order Newly Revised, 11th Edition", consisting of 716 numbered Pages plus another 75 or so of supplemental pages? If not, you are not using the right book.

Edited to add:  Here is a link to the "right book":  http://www.robertsrules.com/book.html

And here:  https://www.amazon.com/Roberts-Rules-Order-Revised-Paperback/dp/030682020X/ref=sr_1_2?ie=UTF8&qid=1542169835&sr=8-2&keywords=roberts+rules+of+order+newly+revised+11th+edition

 

 

Edited by Richard Brown
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Betty,

First, you seem to be thinking that Robert's Rules (more properly, RONR) are superior to or can overrule your bylaws. This is not the case. Your bylaws supersede RONR. That is, if the two are in conflict, you follow your bylaws. RONR talks about the hierarchy of governing documents and makes this clear. In fact, your organization's bylaws can breach fundamental principles of parliamentary law, as you seem to think they have.

Now, turning to this amendment that you object to: there is a principle of interpretation that when two parts of your bylaws seem to conflict, the more specific provision supersedes the general. In this situation, I interpret that there is a general rule that all members have a right to vote and a right to run for office. Your bylaws have been amended to include a specific exception that applies to owners or employees of a private business. Procedurally, I do not see anything wrong with this.

This is just my interpretation. Your organization is the one that makes the final interpretation. It seems like they agree with me because they approved the amendment.

Your recourse is to try to amend the bylaws again, or to determine that this organization is no longer fit to have you as a member.

Edited by Atul Kapur
Added sentences on fundamental principles and on recourse
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I share Dr Kapur's interpretation.

Edited to add:  The principles of interpretation which Dr. Kapur refers to can be found on pages 588-591 of RONR.  The particular one he referenced is principle No 3 on page 589.

Edited by Richard Brown
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I am using the latest edition of Roberts Rules.  I believe you have answered my question.  So we have a book of rules, but no enforcer outside of the organization in which I belong.

  The pages  I referred to -page  343 Improper motions, page 111 no main motion is in order that conflicts..., page 407 one person, one vote, and Abstaning from voting on a question of direct interest.  "No member can be compelled to refrain from voting..."

So you all do not see anything wrong with an Admendment that states that if you are a relative or employee of an officer who has a business agreement with the club that they must not participate in any discussion or vote  on any motion before the assembly.  Wow!! So much for No member can be compelled to refrain from voting on any matter..

and if an organization is the only authority that polices itself it's the fox that that is in charge of the hen house.  

Might as well pitch this book.....since if an organization can do as it pleases by putting anything the wish in the bylaws.

 

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19 minutes ago, Betty Heim said:

 

  The pages  I referred to -page  343 Improper motions, page 111 no main motion is in order that conflicts..., page 407 one person, one vote, and Abstaning from voting on a question of direct interest.  "No member can be compelled to refrain from voting..."

 

 

I would suggest that you look at p. 343, ll. 20-22, and p. 111, l. 22-23. The prohibition does not apply to motions to amend something previously adopted, which a bylaw amendment it. 

Also, p. 406, ll. 25-30, notes that a member's right to vote may be limited by they bylaws.   The bylaws may remove a member's right to vote in some specific circumstances.  

It short, the bylaw may limit the ability of a member to vote and a motion to amend the bylaws, but its very nature, is a motion to amend something previously adopted.   Your citations do not apply. 

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Throwing this useless book away.  Thanks.

So much for NO Motion is in order if it conflicts with a constitution, bylaws or Roberts Rules.  Null and void if it does.  So this somehow does not include motions to amend.  Sorry I took the words to mean All motions.

this is my last reply - no need for any more responses - I got my answer thank you.

Edited by Betty Heim
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1 hour ago, Betty Heim said:

Throwing this useless book away.  Thanks.

So much for NO Motion is in order if it conflicts with a constitution, bylaws or Roberts Rules.  Null and void if it does.  So this somehow does not include motions to amend.  Sorry I took the words to mean All motions.

this is my last reply - no need for any more responses - I got my answer thank you.

  The book is far from useless; the exceptions are listed, in many cases on the same pages you cited. 

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RONR would indeed be useless if it forbade any bylaw amendments as being in conflict with the bylaws. Luckily it does not. So far as compliance is concerned, the purpose of the rules is to facilitate the orderly conduct of business. An organization adopts them for that purpose, not for the purpose of having some outside agency come in and boss them around. If the organization prefers to conduct its business in a disorderly fashion, no one, absent a legal situation, is going to stop them. It's just a bad idea. 

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4 hours ago, Joshua Katz said:

RONR would indeed be useless if it forbade any bylaw amendments as being in conflict with the bylaws. Luckily it does not. So far as compliance is concerned, the purpose of the rules is to facilitate the orderly conduct of business. An organization adopts them for that purpose, not for the purpose of having some outside agency come in and boss them around. If the organization prefers to conduct its business in a disorderly fashion, no one, absent a legal situation, is going to stop them. It's just a bad idea. 

 

3 hours ago, Betty Heim said:

I got it - I belong to an organization that follows its own unethical rules. Sad 😢

It does not appear, however, that there is yet any indication that “the organization prefers to conduct its business in a disorderly fashion.” Instead, the organization has chosen to (in an orderly fashion) adopt an amendment to the bylaws which provides that certain members are ineligible for office and, in certain circumstances, do not have the right to vote. This provides an exception to the general rule in the bylaws which permits all members to vote and serve in office. It also supersedes the rules in RONR, which permits all members to vote in all cases, and permits the society to elect anyone to office.

There are reasonable grounds for disagreement on whether these rules are in the society’s interest, but I do not see anything disorderly or unethical about the rules themselves or the process of adopting them.

Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10)

Edited by Josh Martin
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3 minutes ago, Josh Martin said:

It does not appear, however, that there is yet any indication that “the organization prefers to conduct its business in a disorderly fashion.” Instead, the organization has chosen to (in an orderly fashion) to adopt an amendment to the bylaws which provides that certain members are ineligible for office and, in certain circumstances, do not have the right to vote. This provides an exception to the general rule in the bylaws which permits all members to vote and serve in office. It also supersedes the rules in RONR, which permits all members to vote in all cases, and permits the society to elect anyone to office.

 

Oh, I agree. I was only addressing the general question about compliance with RONR, not the specific matter here (except to touch on it in my first sentence).

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On 11/13/2018 at 9:57 PM, Betty Heim said:

What happens when the body adopts a motion - change to a bylaw that conflicts with both the bylaws and Roberts Rules of order.  I pointed out to the membership that even if a motion conflicts with both that it is out of order and null and void.  I motioned to suspend indefinitely the bylaw change motion.  My motion failed.  Their  motion for the conflicting bylaw change passed.  So now what?? Is there a place I can file a complaint.  Any recourse? What does one do when the membership and the executive board refuse to follow Roberts Rules? Our bylaws state that Roberts Rules supersedes anything not contained in the bylaws.  Help!  What can be done?

There is no recourse.  The rule that a motion cannot conflict with the bylaws doesn't apply to a bylaws amendment. A change to the bylaw cannot conflict with the bylaws, because once passed it is part of the bylaws.  If two parts of the bylaws disagree, the assembly should figure out which needs to be adjusted, and do so.

If the bylaws conflict with RONR, then the bylaws take precedence.  That's the way it's designed to work.  If a society finds that it does not like some rule(s) in RONR, it can pass a bylaws amendment and override RONR. 

Nothing you described would make anything null and void.  

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Betty, if you are still there.

Remember the movie "The Firm" with Tom Cruise? https://en.wikipedia.org/wiki/The_Firm_(1993_film

He is trying to describe to one of the defrauded clients how they were overbilled. One of the brothers is fairly talkative and his other brother says to him, "Listen. Listen."

I am asking you in the best way I can to also listen to these experts. They are not against you or trying to protect any nefarious or unethical behavior. They are trying to help you better understand how these things work and some of the consequences of cases of interpretation. Please, Betty. Give them a chance.

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