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Adopting RONR


Matt Schafer

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We have the following in our existing bylaws:

Section 5.7 Rules of Procedure. The Board of Directors may adopt rules of procedure to govern any meetings of members or Directors, to the extent not inconsistent with law, the Articles of Incorporation, or these Bylaws, as in effect from time to time. In the absence of any rules of procedure adopted by the Board of Directors, the chairman of any meeting shall make all decisions regarding the procedure for such meeting.

I think it is wise to not leave things to the whim of the chair, so I'd like the corporation to use RONR. Given what we already have, what is the best way to accomplish this? My reading of RONR indicates that the preferred place is to state the parliamentary authority in the bylaws. But RONR also states that when the bylaws do not designate a parliamentary authority, one may be adopted by the same vote necessary for a special rule of order. [RONR (10th ed.), p. 15, l. 17-27.]

So what do you think? Leave the bylaws alone, and make a motion to adopt a special rule of order with wording as suggested in RONR, p. 561, l. 32 to p. 562, l. 2? Or should I move an appropriate amendment to the bylaws?

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We have the following in our existing bylaws:

I think it is wise to not leave things to the whim of the chair, so I'd like the corporation to use RONR. Given what we already have, what is the best way to accomplish this? My reading of RONR indicates that the preferred place is to state the parliamentary authority in the bylaws. But RONR also states that when the bylaws do not designate a parliamentary authority, one may be adopted by the same vote necessary for a special rule of order. [RONR (10th ed.), p. 15, l. 17-27.]

So what do you think? Leave the bylaws alone, and make a motion to adopt a special rule of order with wording as suggested in RONR, p. 561, l. 32 to p. 562, l. 2? Or should I move an appropriate amendment to the bylaws?

The best route to take is the bylaws route, and pay particular attention to the footnote on page 562 of RONR. 10th ed.

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Thank you, Mr. Honemann. The more I think about it, the more I agree that the bylaws should be amended. The text in the footnote will definitely work its way into that amendment, as will some other requirements, together with the appropriate modifications to ensure consistency with the rest of the bylaws.

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