Need some bylaw help!

[Tomm]

Our organization which is under the authority of RONR has no such thing as special rules of order and the standing rules are referred to as board policies.

I want to write an amendment so that the organization complies with RONR. Our corporate documents are also posted on our organizations website.

I'm thinking about the following motion but could use some help!

 

I move to amend the method of maintaining the corporate documents and rules to comply with Robert’s Rules of Order in the following manner, whereas special rules of order and standing rules shall be printed or displayed with the corporate documents under a heading separate from the bylaws.

·         Articles of Incorporation

·         Bylaws

·         Standing Rules, General (Board Policies applying to all Members)

·         Membership Meetings

          ·         Special Rules of Order

          ·         Standing Rules

·         Board Meetings

·                   Special Rules of Order

·                   Standing Rules

[Josh Martin]

On 1/12/2024 at 5:13 PM, Tomm said:

Our organization which is under the authority of RONR has no such thing as special rules of order and the standing rules are referred to as board policies.

I want to write an amendment so that the organization complies with RONR. Our corporate documents are also posted on our organizations website.

I'm thinking about the following motion but could use some help!

 

I move to amend the method of maintaining the corporate documents and rules to comply with Robert’s Rules of Order in the following manner, whereas special rules of order and standing rules shall be printed or displayed with the corporate documents under a heading separate from the bylaws.

·         Articles of Incorporation

·         Bylaws

·         Standing Rules, General (Board Policies applying to all Members)

·         Membership Meetings

          ·         Special Rules of Order

          ·         Standing Rules

·         Board Meetings

·                   Special Rules of Order

·                   Standing Rules

I don't see a need to include the Articles of Incorporation or the Bylaws in this, because I don't see any issue with how those are presently maintained.

I also don't think it's as simple as "maintaining" the rules in this manner, because you'll also need to sort the existing rules appropriately first.

As a result, I would propose something like the following:

"I move to appoint a committee of [X members], to be appointed by the chair [or some other method, if you prefer], to draft a complete revision of the board policies for the board's consideration, which will separate the policies into the following sections:

• Standing Rules, General, which shall include administrative rules which are generally applicable to the organization, rather than to meetings
• A section regarding rules applicable to Membership Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)
• A section regarding rules applicable to Board Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)

The committee is instructed to focus solely on the proper categorization of the board's existing rules, and not to propose amendments to the rules or to propose new rules.

After the revision prepared by the committee has been adopted by the board, the Secretary and all other relevant and officers are instructed to continue to maintain the organization's policies in the same manner."

[Tomm]

Josh, thanks for your response.

Our organization recently went thru several months of an Ad Hoc Bylaws Committee in an attempt to amend them, but unfortunately they failed to pass. Seems that the board can only handle doing things in piecemeal?

My main objective to simply get the organization to adopt special rules of order to comply with RONR, so my thinking is because when you go to the website to see the Corporate Documents just see Articles of Incorporation, Bylaws, and Board Policies. So by listing special rules of order it would encourage them to make some special rules. Their Board Policies are already well established.

The board currently uses a consent agenda but there is no special rule of order that allows that! They also sporadically use procedures for small boards but not all the time. I'm hoping that if they simply adopt the format structure (see above) that includes a line-item for special rules of order, they will begin to use special rules of order!  

I doubt they would be inclined to refer this to a committee after spending so much time on a rewrite that failed to pass?

I like your bullet-point verbiage but prefer to include it in a motion that doesn't include creating a committee. 

Thanks.

[Gary Novosielski]

On 1/13/2024 at 2:37 PM, Tomm said:

Seems that the board can only handle doing things in piecemeal?

Why is a committee of the board doing this rather than a committee of the membership?  That might have had something to do with the membership rejecting the result.

[Josh Martin]

On 1/13/2024 at 1:37 PM, Tomm said:

I like your bullet-point verbiage but prefer to include it in a motion that doesn't include creating a committee. 

The key issue I find here is that you say that all of your board's policies are grouped together into "board policies," and you would prefer that they be listed in several different categories.

If the board already has rules for more than one of these categories, then it would seem to me it would be necessary for someone to divide the existing rules up into the appropriate categories, and for the board to then approve the final document. Assigning a committee to this task seems logical to me, but if it is preferred to assign this task to an individual, such as the Secretary, I suppose that's fine too. So perhaps the motion could be worded as follows (I also replaced the word "revision," in case you think that's the sticking point):

"I move to direct the Secretary to draft a complete codification and categorization of the board policies for the board's consideration, which will separate the policies into the following sections:

• Standing Rules, General, which shall include administrative rules which are generally applicable to the organization, rather than to meetings
• A section regarding rules applicable to Membership Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)
• A section regarding rules applicable to Board Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)

The Secretary is instructed to focus solely on the proper categorization of the board's existing rules, and not to propose amendments to the rules or to propose new rules.

After the codification and categorization prepared by the Secretary has been adopted by the board, the Secretary and all other relevant and officers are instructed to continue to maintain the organization's policies in the same manner."

I suppose another possibility is that many of the other categories of rules do not presently exist. In this case, I suppose the motion could be solely "forward-looking" and merely instruct the Secretary to maintain the rules in this manner in the future, if and when such rules are created.

"I move to direct the Secretary and all other relevant officers to maintain the board policies with policies separated into the following sections, with all existing policies to be placed in [description of section]:

• Standing Rules, General, which shall include administrative rules which are generally applicable to the organization, rather than to meetings
• A section regarding rules applicable to Membership Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)
• A section regarding rules applicable to Board Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)"

Edited January 13, 2024 at 11:13 PM by Josh Martin

[Tomm]

On 1/13/2024 at 3:57 PM, Gary Novosielski said:

Why is a committee of the board doing this rather than a committee of the membership?

This is not a committee of the board.

One director has approached me (I'm just a member who seems to understand RONR better than anybody on the board) who wants to get their bylaws in proper order.

When I explained that they really need special rules of order to do some of the things they do, so he asked me to come-up with a motion that he will present at a board meeting (the board does have the authority to amend the bylaws) 

[Tomm]

On 1/13/2024 at 4:10 PM, Josh Martin said:

I suppose another possibility is that many of the other categories of rules do not presently exist. In this case, I suppose the motion could be solely "forward-looking"

That pretty much is the case. The current Board Policies pretty much pertain to the entire organization. What I would like to see would be to have any additional specific policies that would perhaps only apply to the Membership meetings be applied to those meetings as well as policies that only apply to Board meetings. The same goes for Special Rules of order. 

As an example, there is currently no specific Board Policy that states board meetings can't be video or tape recorded and you need to turn your cell phones to silent, which could be one added as a subheading under both Board and membership Meetings! They simply make that same announcement at every meeting which is probably okay, but you get my point.

And as previously stated, the Board could allow for consent agenda's!

I'm just trying to properly organize the organizations governing documents in accordance to RONR. 

[Josh Martin]

On 1/13/2024 at 5:29 PM, Tomm said:

I'm just trying to properly organize the organizations governing documents in accordance to RONR. 

Well, it sounds to me like the governing documents, as they currently exist, are properly organized in accordance with RONR. However, you intend to propose additional rules and you have concerns that those rules will not be properly organized unless instructions in this matter are given in advance.

In any event, based on the additional facts, I suppose I would propose the following.

"I move to direct the Secretary and all other relevant officers to maintain the board policies with policies separated into the following sections, with all existing policies to be placed in Standing Rules, General:

• Standing Rules, General, which shall include administrative rules which are generally applicable to the organization, rather than to meetings
• A section regarding rules applicable to Membership Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)
• A section regarding rules applicable to Board Meetings, which shall be subdivided into Special Rules of Order (which relate to parliamentary procedure) and Standing Rules (which relate to administrative rules)"

Edited January 13, 2024 at 11:41 PM by Josh Martin

[Tomm]

On 1/13/2024 at 4:40 PM, Josh Martin said:

"I move to direct the Secretary and all other relevant officers

That's good because the board secretary doesn't really handle those items because the corporate administrator (staff employee) takes care of maintaining documentation.

Thanks

Edited January 14, 2024 at 12:17 AM by Tomm
Correction

[Guest Jake]

Do you want your organization to comply with RONR in terms of bylaw organization or so you want them to follow RONR’s parliamentary procedures during their meetings?  

[Tomm]

On 1/13/2024 at 5:36 PM, Guest Jake said:

Do you want your organization to comply with RONR in terms of bylaw organization or so you want them to follow RONR’s parliamentary procedures during their meetings?  

I don't quite understand the question! 

I believe both issues apply if you want to comply with RONR.

[Guest Jake]

On 1/13/2024 at 6:50 PM, Tomm said:

I don't quite understand the question! 

I believe both issues apply if you want to comply with RONR.

I guess my question is why your motion doesn’t mention the adoption of RONR? 

[Tomm]

On 1/13/2024 at 5:59 PM, Guest Jake said:

I guess my question is why your motion doesn’t mention the adoption of RONR? 

Because our bylaws already do as I stated in my original question!

[Guest Jake]

Oh wow totally missed that