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Shall vs May


Tomm
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The agenda just came out for the next meeting of the Board. They are going to make a motion changing that they "Shall" be governed under RONR to "may" be governed!

 Once I stopped puking and got my eyes to stop bleeding...

I don't know which genius member of the board will determine which rules should follow RONR and which ones wouldn't?

Any advise as to what can be said to this rogue board to at least try and convince some board members from voting this down? 

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It's clear that someone has plans to use this language change to get away with something.

The best language to use is the language in RONR recommending how it should be adopted:

Quote

 

Article #
Parliamentary Authority


The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.


RONR (12th ed.) 2:15, 56:49,56:66

 

...replacing the word Society with something more appropriate if need be.

And the best reason for using that language is that it is likely that after over a century of experience, this language is less likely to cause trouble than something some rando might make up on his own.

To those who believe that Robert's Rules may prove to be too restrictive, note that the <society> is free to adopt any bylaws provisions or special rules of order to remedy that restriction, but this way they are required to do it with their eyes open, using specific language, rather than depending on how some member might choose to interpret RONR on any given day.

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On 9/6/2021 at 11:53 AM, Tomm said:

I don't know which genius member of the board will determine which rules should follow RONR and which ones wouldn't?

I would presume that it would be the board as a whole which would make this determination, not any individual member.

On 9/6/2021 at 11:53 AM, Tomm said:

Any advise as to what can be said to this rogue board to at least try and convince some board members from voting this down? 

It may be worth noting that RONR already provides significant flexibility to assemblies in determining whether to follow the rules in a particular instance, such as by the adoption of a motion to Suspend the Rules. If there are rules the board does not wish to follow as a general matter, then the board may wish to adopt special rules of order superseding these rules.

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On 9/7/2021 at 7:14 AM, Josh Martin said:

If there are rules the board does not wish to follow as a general matter, then the board may wish to adopt special rules of order superseding these rules.

Mr. Martin's response assumes the board has the authority to make its own special rules of order.  This may or may not be the case, depending what what powers the board has been granted by superior authorities.

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On 9/7/2021 at 11:31 AM, Rob Elsman said:

Mr. Martin's response assumes the board has the authority to make its own special rules of order.  This may or may not be the case, depending what what powers the board has been granted by superior authorities.

I understood from the original post that the board has the power to amend the bylaws. If that is in fact the case, I think the board would also have the power to adopt special rules of order.

But perhaps I misunderstood and the board is simply making a proposal to the membership.

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On 9/7/2021 at 2:14 PM, Josh Martin said:

But perhaps I misunderstood and the board is simply making a proposal to the membership.

You did not. The Articles of Incorporation gives full power to the board of directors to adopt, amend, revise, and revoke the Bylaws, however, if a conflict occurs between the board and the members, the members shall prevail!

And if RONR is the parliamentary authority, then doesn't that automatically allow for the creation of special rules of order?

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On 9/7/2021 at 4:21 PM, Tomm said:

And if RONR is the parliamentary authority, then doesn't that automatically allow for the creation of special rules of order?

It's a bit more complicated for the board.

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15

It's not entirely clear to me that such this rule is fully applicable, however, for a board which is granted the authority to amend the society's bylaws.

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On 9/7/2021 at 5:21 PM, Tomm said:

You did not. The Articles of Incorporation gives full power to the board of directors to adopt, amend, revise, and revoke the Bylaws, however, if a conflict occurs between the board and the members, the members shall prevail!

I think you need to quote these bylaw provisions exactly, because this paraphrasing of them makes no sense at all.

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3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation.

4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.

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On 9/7/2021 at 6:42 PM, Daniel H. Honemann said:

I think you need to quote these bylaw provisions exactly, because this paraphrasing of them makes no sense at all.

 

On 9/7/2021 at 8:05 PM, Tomm said:

3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation.

4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.

I am certain that this has helped Mr. Honemann immensely.

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On 9/8/2021 at 12:54 AM, Atul Kapur said:

 

I am certain that this has helped Mr. Honemann immensely.

Actually it has, because of what is said in 3. I had assumed that the bylaws had at some point been adopted by the membership, and that the membership also had the power to amend them, but I gather this is not the case and that the membership has no power at all in this regard. 

Under these circumstances, I have no idea what is meant by the last sentence which reads as follows: "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

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On 9/8/2021 at 6:11 AM, Daniel H. Honemann said:

Actually it has, because of what is said in 3. I had assumed that the bylaws had at some point been adopted by the membership, and that the membership also had the power to amend them, but I gather this is not the case and that the membership has no power at all in this regard. 

Under these circumstances, I have no idea what is meant by the last sentence which reads as follows: "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

While I agree that the bylaws appear not to have been "at some point adopted by the membership," it does seem "that the membership also had the power to amend them."

"The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members."

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On 9/8/2021 at 7:16 AM, Josh Martin said:

While I agree that the bylaws appear not to have been "at some point adopted by the membership," it does seem "that the membership also had the power to amend them."

"The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members."

Thank you Mr. Martin, somehow or other I managed to miss this.

So now, and until I find out what else I have missed, I would assume that once the membership has adopted an amendment to the bylaws (including, I gather, a complete revision of them), the board would lack the power to adopt any amendment of the bylaws which would conflict with the amendment adopted by the members.

So returning to the original question, it now appears necessary to determine whether the provision in the bylaws relating to the organization's parliamentary authority is one which was adopted by the membership or by the board. If the former, I gather that the board can't change it.

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On 9/8/2021 at 4:48 AM, Daniel H. Honemann said:

So returning to the original question, it now appears necessary to determine whether the provision in the bylaws relating to the organization's parliamentary authority is one which was adopted by the membership or by the board. If the former, I gather that the board can't change it.

It's my understanding that although the corporation was established back sometime in the 1960's, RONR was only adopted as the corporations parliamentary authority by the board when a few years ago they became regulated under Arizona Revised Statutes, Title 10 (rather than Title 33) and adopted the open meeting concept.

If I told you what was required for the Membership to propose or amend a Bylaw your head would explode! 

 

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On 9/8/2021 at 9:47 AM, Daniel H. Honemann said:

What do the bylaws say is required for the membership to amend the bylaws?

I'd love to send you the documents but fear that they are just too long (but they are online). 

Let's just say that there hasn't been an annual general membership meeting since 2009 because the quorum requirement is so high. I guess that means that most members are simply, fat, dumb, and happy with the way things are running? 

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