Lawyer vs. Parliamentarian: Who should write Bylaws?

Posted on by
Reply

Recently I was asked on who should prepare bylaws: a lawyer or a parliamentarian? Lawyers know the statutes; Parliamentarians know governance and meeting procedures. I feel both legal counsel and a parliamentary expert should be involved in the drafting/editing/preparation of your governance documents

I have worked with lawyers many times on a new or revised set of Bylaws and have had great success.When the lawyer identifies the legal aspects that the organization must follow and the parliamentarian suggests the “best practices” procedures to follow, you can produce a governing document that fits the organization and just works. There is some confusion that Roberts Rules of Order ( or any other Parliamentary Authority) ties the hands of the association, but actually, it allows the organization to prepare any or all of the rules necessary to properly run the organization. The parliamentary authority is there as a “backstop” for situations that are infrequent enough not to have specific rules in place or are so unanticipated, that the authority can be used for that one situation. Roberts, or any other Parliamentary Authority, should be broad enough to cover these situations, and not get in the way the majority of the time.

Bylaws should be brief – the “what we must do” – without being encumbered with a lot of rules, so that it is easy to understand by the members.But they must conform to state and local statutes, since they are the major governing document of the organization, right behind the articles of Incorporation (which should be prepared/amended by legal counsel). Done correctly, Bylaws should need only minimal changes; they should be changed only when the needs of the organization change.

Rules to implement the bylaws – “the how we do it” – should be (best practice) in separate rules of order or policies and procedures so that they can be changed as frequently as needed or to encompass new activities.They still need to follow the statutes, but they should be prared by staff/board/legal counsel and a professional parliamentarian to maximize their effect on meetings and organizational governance.

LMS for the Masses!

Posted on by
Reply

I don’t normally comment on technology on this blog, but this time I am so excited, I need to share the news.  There is finally a low cost Learning Management System (LMS) plugin being made available for WordPress users that will allow presentations or coursework to be integrated into websites, blogs, content management sites running on the WordPress framework.

Due to be released on January 28th, 2013, LearnDash allows users to create their own http://learndash-com.zippykid.netdna-cdn.com/wp-content/uploads/learndashlogo-top1.png“learning centers” that look and feel that they are an integral part of the website, regardless of which theme you are using.  Some of the features that I am excited about are:

  • No Limits. Create one or many courses/presentations and post them for use
  • Access Control.  You can allow everyone, or only select users to view the lessons. And only during certain times and/or dates.
  • For-Profit/Not-for-Profit. You choose. Give it away for free or charge by the lesson course or site.
  • Track your registrants.  Produce reports noting time on the site, lessons taken, quiz results, etc.
  • It just works!  Plug it in and begin your content creation.

And all of this at a fraction of the price that commercial LMS systems cost!

Watch here and see some of the uses of LearnDash in action.  I will be one of the early users!

DISCLAIMER:  I have no financial involvement in LearnDash; I am just an excited early user.

Notice – It’s more important than you think

Posted on by
Reply

This last week I was asked a question about notice — the communication that a topic/motion/bylaws amendment/etc. will be brought before the organization at a prescribed future time.  This is not to be confused with legal notices, although they serve much the same purpose in the legal realm.  Procedural notices may be required by statute (Notice of open meeting – posting  of a meeting’s agenda to the public  three days in advance, for instance), but for the most part notice is given to reduce the vote required to process a particular motion.

The background of the organization’s question was as follows:

Amendments to the bylaws must be submitted to the resolutions Committee at least 90 days prior to the annual meeting.  The Resolutions Committee must review and provide notice of the proposed amendment (along with their recommendation to adopt, reject or no opinion) to the membership at least 60 days prior to the annual meeting.

Resolutions to come before the assembly must be submitted to the Resolutions Committee at least 60 days prior to the Annual Meeting.  The Resolutions Committee must review, combine and provide notice of the proposed Resolution (along with their recommendation to adopt, reject or no opinion) to the membership at least 30 days prior to the Annual Meeting.

No bylaws amendments were submitted by the 90 day requirement, nor were any noticed to the membership by the 60 day limit.

The problem arose when a new classification of membership was proposed in a resolution, submitted 75 days prior to the meeting and noticed by the Resolutions Committee with all other resolutions 35 days before the Annual Meeting.  Since membership classifications are covered in the bylaws, this should have been (1) submitted as a bylaws amendment; (2) caught by the Resolutions Committee;  and (3) returned to the author(s) noting that it was not timely (after the 90 day deadline for bylaws amendments to be submitted.)  To make matters worse, the Chair submitted it to the floor for debate, where it was adopted by a voice vote, with no negative votes heard.  The chair declared the resolution adopted, and the assembly adjourned sine die. It wasn’t until after the meeting when the minutes were being prepared, did the error come to light.

So, what should be done? A point of order cannot be raised because the assembly doesn’t exist. Should the bylaws be changed and then ratified next year? No.  The amendment is null and void for this year and can be re-submitted as a bylaws amendment next year. I would also make a note to that effect in the minutes after it is captured that the resolution passed (yes, you still include what is done, even if it is illegal!)

But, what if the resolution had been submitted in advance of the 90 days?  Even as a resolution?  An astute Resolutions Committee should convert the resolution into a Bylaws amendment and give the 60 days proper notice to amend the bylaws.  Even if the resolution in question had been noticed 60 days out, I still feel it could have been converted into a bylaws amendment —even after  adjournment —and avoided the issue that the association is now facing.  It’s all in the notice!

Sine Die

Posted on by
1

Question:

What does it mean when a meeting is adjourned sine die? Answer:

When a meeting is adjourned sine die (pronounced SIGN-ee DYE-ee) it literally means that the assembly is adjourned without day, ie. the assembly is disolved. This happens when a delegate assembly is selected to do the work of the organization and when it completes its work, it ceases to exsist. The next time the group assembles it will, most likely, be different persons selected as delegates, elected by different members of the organization (Think, the quadrennial national political conventions.) Each meeting stands on its own and once it accomplishes its business, it is disbanded – Sine Die.

Rescind a Motion

Posted on by
Reply

Question:

How do you Rescind a previously adopted motion?

Answer:

The incidental main motion to rescind a previously adopted motion (also known simply as rescind, repeal or annul) is the motion by which a previous action or order can be cancelled or countermanded. The effect of this motion is to strike out an entire main motion, resolution, rule, bylaw, section or paragraph that has been adopted at some previous time. Rescind is classified as a Motion that Brings a Question Again before the Assembly and is used when the time limit for using other motions has expired. Rescind is a special case of the motion to Amend Something Previously Adopted.

The motion to Rescind can be used when:

  • When the vote on the main motion cannot be reached by calling up the motion to reconsider
  • When action involved is still reparable (that is not impossible to undo); If part of the action has been executed, the unexecuted part of an order, however, can be rescinded
  • When the case is In the nature of a contract and the other party has not been informed
  • When a resignation has not been acted on; or a person has not been elected to or expelled from membership or office, unless the person was not present and has not been officially notified

The motion to rescind can be made:

  • Only when no other motion is pending. Previous notice of intent to offer the motion at the next meeting can be given while another question is pending. However, it cannot interrupt a speaker.
  • By any member regardless of their vote on the motion proposed to be rescinded.
  • At any time after the vote is taken adopting the motion proposed to be rescinded.

Here is the procedure for Handling the Motion to Rescind:

A. When notice has been given:

Member:   (After recognition) In accordance with notice given in the call of this meeting , I move to rescind the action taken in last month’s regular meeting on the motion to . . . (Second)

Chair:  It is moved and seconded to rescind the action taken In last month’s regular meeting on the motion to  . . .  (The question of rescinding is debatable; also, at this time, the merits of the motion which this motion proposes to rescind may be debated.)

Chair:   Is there any discussion?  (Debate)

Chair :   Is there further discussion? Since previous notice had been given, this motion requires only a majority vote. Those in favor of rescinding the action will say “Aye . ” Those opposed, will say “No.” The ayes have it, the motion to rescind Is adopted, and . . . (explaining the resulting change of previous action).

(o r)

Chair:  The noes have It, the motion to rescind Is lost, and . . . (explaining that the action previously taken will remain In effect as adopted previously.)

B. When notice has not been given :

Member:               (After recognition) I move to rescind the action taken in last year’s annual meeting regarding . . . (Second)

Chair:   It is moved and seconded to rescind the action taken in last year’s annual meeting regarding . . . (subject of resolution). The secretary will read the resolution as recorded in the minutes. (After secretary has read the resolution verbatim) The question is on rescinding (revoking) our approval of the resolution just read. Is there any debate? (Debate)

Chair :   Are you ready for the question? Since no previous notice had been given, this motion will require a 2/3 vote. The question is on rescinding the action by which the resolution regarding . . . (subject) . . . had been adopted. Those in favor, will rise. Be seated. Those opposed, will rise. Be seated. There being less that 2/3 In the affirmative, the motion to rescind is lost , and the resolution will remain In effect as adopted.

When a very strong expression of disapproval of a resolution is intended, move to Rescind the resolution and expunge it from the Minutes (from the Record/Journal). Such a motion to deface the records requires a vote of the majority of the entire membership. Facts and procedure for this motion are essentially the same as for the motion to Rescind, with the following differences:

  1. Vote required: Affirmative vote of a majority of the entire membership. Even a unanimous vote at a meeting is Insufficient if it does not equal a majority of the entire membership.
  2. Procedure after adoption: Secretary, in presence of assembly draws a single line through or around words to be struck out and writes across them, “Rescinded and Ordered Expunged,” with date and secretary’s signature.
    1. Words must not be blotted or cut out. Otherwise, it might be impossible to determine whether more words were expunged than should have been.
    2. If records are published, expunged material is omitted.
    3. Alternative procedure: Rescind the previous action; then, if desired, adopt a resolution condemning the rescinded action

    Rescind allows you great latitude to eliminate actions (or future actions) from being taken that were generated by main motions, even several years later, if necessary.

For more information see RONR11 pp. 305-310