Fixing a Problem

[Mike Phillips]

What is the procedure under RONR for making executive decisions in a non-profit organization when those situations are not anticipated under the bylaws? For example, what if it appears that the majority of the executive committee favors waiving required noticed, but the bylaws don't address waiver?

Edited February 28, 2021 at 11:19 PM by Mike Phillips

[Guest Puzzling]

28 minutes ago, Mike Phillips said:

What is the procedure under RONR for making executive decisions in a non-profit organization when those situations are not anticipated under the bylaws? For example, what if it appears that the majority of the executive committee favors waiving required noticed, but the bylaws don't address waiver?

I am not exactly sure what your question is.

If  an motion according to RONR needs previous notice than most likely (except for bylaws amendments) the motion can also directly be adopted by a majority ot the entire (board) membership or a 2/3 supermajority of the (board) members present and voting.

In general a board is very limited in what  special rules of order it can adopt 

See  RONR (12th ed.) 49:15

and 

 

[Richard Brown]

2 hours ago, Mike Phillips said:

What is the procedure under RONR for making executive decisions in a non-profit organization when those situations are not anticipated under the bylaws? For example, what if it appears that the majority of the executive committee favors waiving required noticed, but the bylaws don't address waiver?

A notice requirement in the bylaws cannot be waived (or suspended) unless the provision itself or some other by law provision provides for it being waived.  

[Mike Phillips]

Thanks for the help. Sometimes a curse turns out to be a blessing. Not raising the subject probably prevented a lot of turmoil at the meeting. 

[Richard Brown]

Mark, in looking back over your question, it dawned on me that if your organization is incorporated, state non profit corporation law might permit the board of directors to take action by unanimous consent without a meeting provided all members of the board agree to it in writing.   I don't know why I didn't mention that in my first answer.   Perhaps it is because most such laws also have a provision somewhere that says "unless prohibited by the bylaws. . . .".   

 

[Mike Phillips]

That's an interesting thought, Richard. Thanks for remembering to post it here. In this case, unfortunately, the organization is an unincorporated association. 

It turns out that the problem was not as bad as it seemed at the time. The deadline to update the bylaws was missed, so votes on revising the bylaws were not on the agenda. A fight might have ensued over the revisions, so all's well that end's well.