Guest suke19 Posted January 28, 2011 at 04:42 AM Report Share Posted January 28, 2011 at 04:42 AM Our bylaws state that the board makes the decision of the place and time for the general membership meetings. We are not incorporated. If at a general membership meeting can the membership vote to change the date and time? Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 28, 2011 at 04:47 AM Report Share Posted January 28, 2011 at 04:47 AM Our bylaws state that the board makes the decision of the place and time for the general membership meetings. If at a general membership meeting can the membership vote to change the date and time?You mean, you wish to directly violate the bylaws? Link to comment Share on other sites More sharing options...
Guest suke19 Posted January 28, 2011 at 04:52 AM Report Share Posted January 28, 2011 at 04:52 AM No, one of our members is a lawyer and she knows a lot about Bylaws and she said the membership can override the board which I am on and change the date. It happened. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 28, 2011 at 09:58 AM Report Share Posted January 28, 2011 at 09:58 AM No, one of our members is a lawyer and she knows a lot about Bylaws and she said the membership can override the board which I am on and change the date. It happened.I don't see how.The rule in question which you wish to violate is not "in the nature of a rule of order" so the rule cannot be suspended.I suppose you can violate it with impunity, since no penalty ensues. But you will still be breaking your own Commandments, to coin a phrase. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 28, 2011 at 11:10 AM Report Share Posted January 28, 2011 at 11:10 AM Our bylaws state that the board makes the decision of the place and time for the general membership meetings. We are not incorporated. If at a general membership meeting can the membership vote to change the date and time?It depends on whether the bylaws give the board the exclusive right to make this decision, which we can't tell from a paraphrase. You need to read the bylaws in their entirety and see what they say. If the right is not exclusive, then presumably the membership can overrule the board, as long as there is time for it to act. Otherwise, you're dead in the water.But even if you can overrule them, the problem is that the membership could only do so by voting in a meeting, and if the board has picked an inconvenient time, and there is no meeting scheduled before that one, there is no venue in which the membership can meet to vote to overrule the board.And even if this is allowed, the vote applies only for the meeting(s) voted on. There is no way to permanently suspend the board's power without amending the bylaws. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 28, 2011 at 03:54 PM Report Share Posted January 28, 2011 at 03:54 PM This is what our bylaws state:"Section 3.02. Club Meetings. Regular meetings of the Club shall be held each month at such place, day and hour as shall be designated by the Board of Directors. Any regular meeting, except the December meeting, may be cancelled by a majority vote of the Board of Directors providing that all members are given at least seven days written or telephonic notice of the cancellation and provided, that a minimum of six regular meetings must be held in each calendar year. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings is 20% of the members in good standing residing in the greater DFW area." The Board of Directors in their September 2010 meeting changed the meeting dates to the fourth Wednesday every month starting in January 2011. At the January 2011 meeting one of our members who is an attorney and knows a lot about bylaws stated that the membership can override the boards decision since we are not incorporated in the state of Texas. They made a motion to permanantly change the meeting date from the fourth Wednesday to the third Tuesday. Motion carried by a small margin. I did not think this was proper no matter what because the members cannot ignor the bylaws, until and if the bylaws are changed. They never talked about changing the bylaws. She said I was wrong, so I am trying to find out the truth. In fact she helped me write these bylaws which state the Board of Directors makes this decision. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 28, 2011 at 04:09 PM Report Share Posted January 28, 2011 at 04:09 PM I did not think this was proper no matter what because the members cannot ignor the bylaws, until and if the bylaws are changed. They never talked about changing the bylaws. She said I was wrong, so I am trying to find out the truth. In fact she helped me write these bylaws which state the Board of Directors makes this decision.A motion which conflicts with the Bylaws is null and void. Interpretation of your Bylaws, however, is beyond the scope of this forum and is up to your organization. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. The fact that your lawyer mentions that your board is not incorporated in the state of Texas suggests that she is referring to legal considerations, which are also beyond the scope of this forum. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 06:25 PM Report Share Posted January 28, 2011 at 06:25 PM Suke 19,If your group finds itself meeting at a time that is prohibitively inconvenient, at the meeting, the assembly can set an adjourned meeting at a more acceptable time, to continue its business. This can even be done without a quorum. If you want to remove the board's control over the meeting, you should amend your bylaws. Don't be afraid of this. Just move that Section 3.02 of the bylaws be amended by striking all the nonsense and inserting "The regular meeting of the Club shall be on the third Tuesday of each month."RONR advises that the hour for meetings should NOT be specified in the bylaws but should be set by standing rule. See RONR(10th ed.), p. 558, l. 4-6.See RONR(10th ed.), p. 565-570 for sample bylaws. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 28, 2011 at 06:32 PM Report Share Posted January 28, 2011 at 06:32 PM Just move that Section 3.02 of the bylaws be amended by striking all the nonsense ...Although I believe some slightly more specific language might be advisable. RONR advises that the hour for meetings should NOT be specified in the bylaws but should be set by standing rule. See RONR(10th ed.), p. 558, l. 4-6.For now. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 06:38 PM Report Share Posted January 28, 2011 at 06:38 PM Although I believe some slightly more specific language might be advisable. True. For now.There's no time like the present. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 28, 2011 at 06:38 PM Report Share Posted January 28, 2011 at 06:38 PM For now.Do you know something about the 11th edition the rest of us don't? I haven't heard anything about that suggestion changing, and it seems unlikely that it would. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 06:39 PM Report Share Posted January 28, 2011 at 06:39 PM Do you know something about the 11th edition the rest of us don't? I haven't heard anything about that suggestion changing, and it seems unlikely that it would.You haven't heard that David is writing his own 12th edition? Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 28, 2011 at 06:42 PM Report Share Posted January 28, 2011 at 06:42 PM You haven't heard that David is writing his own 12th edition?David's Rules Of Order, Parliamentary Law Explained. (DROOPLE 1st. Ed. DYI Press Int'l. Coming to a Dollar Store near you this fall.) Link to comment Share on other sites More sharing options...
Josh Martin Posted January 28, 2011 at 06:46 PM Report Share Posted January 28, 2011 at 06:46 PM David's Rules Of Order, Parliamentary Law Explained. (DROOPLE 1st. Ed. DYI Press Int'l. Coming to a Dollar Store near you this fall.)I think completing Authentic Rules of Roberts Orders Recently Updated - Unabridged would be your greatest contribution to the parliamentary profession. Link to comment Share on other sites More sharing options...
Guest suke19 Posted January 28, 2011 at 06:57 PM Report Share Posted January 28, 2011 at 06:57 PM Suke 19,If your group finds itself meeting at a time that is prohibitively inconvenient, at the meeting, the assembly can set an adjourned meeting at a more acceptable time, to continue its business. This can even be done without a quorum. If you want to remove the board's control over the meeting, you should amend your bylaws. Don't be afraid of this. Just move that Section 3.02 of the bylaws be amended by striking all the nonsense and inserting "The regular meeting of the Club shall be on the third Tuesday of each month."RONR advises that the hour for meetings should NOT be specified in the bylaws but should be set by standing rule. See RONR(10th ed.), p. 558, l. 4-6.See RONR(10th ed.), p. 565-570 for sample bylaws. Link to comment Share on other sites More sharing options...
Guest suke19 Posted January 28, 2011 at 07:03 PM Report Share Posted January 28, 2011 at 07:03 PM I know we can change the bylaws but that is not the question. One member doesn't like the new date and she came with some friends that usually don't attend the meetings and brought the attorney and said the membership could change the date to the new date they voted on. The attorney who is also a member said the membership could overrule the board on the date. I said no and they voted anyway and the date was changed. The date change is not the question but can the membership overrule a board decision at a regular meeting if in turn this violates the bylaws? I am trying to confirm that the vote was illegal according to the bylaws. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 28, 2011 at 07:12 PM Report Share Posted January 28, 2011 at 07:12 PM The date change is not the question but can the membership overrule a board decision at a regular meeting if in turn this violates the bylaws? I am trying to confirm that the vote was illegal according to the bylaws.A motion which violates the Bylaws is out of order, but we can't interpret your Bylaws for you. That's up to the membership. The membership has apparently decided that the motion did not violate the Bylaws. Your options are to try and change their minds or take it to court. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 07:14 PM Report Share Posted January 28, 2011 at 07:14 PM I know we can change the bylaws but that is not the question. One member doesn't like the new date and she came with some friends that usually don't attend the meetings and brought the attorney and said the membership could change the date to the new date they voted on. The attorney who is also a member said the membership could overrule the board on the date. I said no and they voted anyway and the date was changed. The date change is not the question but can the membership overrule a board decision at a regular meeting if in turn this violates the bylaws? I am trying to confirm that the vote was illegal according to the bylaws.See RONR(10th ed.), p. 466, l. 7-14: "... except in matters placed by the bylaws exclusively under the control of the board... the society's assembly... can countermand any action of the board..."I'd say that "except in matters placed by the bylaws exclusively under the control of the board" is important to this matter. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 28, 2011 at 07:32 PM Report Share Posted January 28, 2011 at 07:32 PM See RONR(10th ed.), p. 466, l. 7-14: "... except in matters placed by the bylaws exclusively under the control of the board... the society's assembly... can countermand any action of the board..."I'd say that "except in matters placed by the bylaws exclusively under the control of the board" is important to this matter.I believe I answered this question on countermanding quite early in this thread. The PgUp button might be useful.Matters that are under the control of the board may be countermanded by an act of the membership, in a legal meeting with a quorum present by the appropriate voting threshold. In this case, the rules for Amend Something Previously Adopted would apply, since it was adopted by the board already.This can be done even if the bylaws give full power to the board in the interval between meetings, unless the bylaws expressly grant exclusive power to the board.See Official Interpretation 2006-13. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 11:01 PM Report Share Posted January 28, 2011 at 11:01 PM I believe I answered this question on countermanding quite early in this thread. The PgUp button might be useful.Page Up, got it. I didn't see that you had already covered this ground. Link to comment Share on other sites More sharing options...
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