The Leadership Puzzle: The Bylaws

Written by Posted On Monday, 29 June 2020 05:00

The Bylaws and Robert's Rules provide common procedures for the deliberations and debate at Board meetings. What happens if the Bylaws conflict with Robert's Rules? Remember: Bylaws rule, Robert's Rules supplement. If Bylaws are silent, then Robert's Rules take precedence. 

The conduct of all business is controlled by the general will of the voting body. Robert's Rules provide for constructive and democratic meetings to help, not hinder, business of the assembly. The fundamental right of deliberative bodies requires all questions to be thoroughly discussed before taking action. Silence means consent! You must be recognized by the Chair before speaking.

Be attentive to key areas where the Bylaws can prove too onerous. For instance, mandating the taking of attendance sometimes has unintended consequences, especially in the case of a subsequent lawsuit over a Director being removed. What if the Bylaw says a Director could be removed if they miss more than 3 Board meetings without excuse. Who defines what consititues an "excused" absence? Who decides? Was it arbitrary?

Now may be a good time to review the language of your Bylaws and clarify any inconsistencies. You may be surprised. Perhaps throw them out and start fresh. Compare your Bylaws to the Model Bylaws of the National Association of Realtors and layer on what is appropriate.



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Adorna Carroll

As the President of Dynamic Directions, Inc., an educational and sales training consulting firm that has an extensive faculty of consultants and trainers.  Adorna trains Realtors® all over North America in Buyer and Seller Representation, Strategic and Business Planning and Association Leadership Training. She has authored numerous designation and certification courses for the CRB – Certified Real Estate Brokerage Managers,  CRETS- Certified Real Estate Teams Certification, the SRS – Seller Representative Specialist and the RENE – Real Estate Negotiation Expert, programs that have elevated the skills and career opportunities for real estate professionals.

In 1997 she completed her term as the State President for the CT Realtors, was the 2001 Region 1 VP, an NAR Liaison in 2002, 2003, and 2007, RPAC Trustee in 2004, the 2005 NAR VP & Liaison to Committees, NAR’s Chief Political Fundraiser in 2006, a member of the RPAC Hall of Fame, the REBAC Hall of Fame, the 2016 President of the REBI – Real Estate Business Institute (formerly CRB) and is the 79th recipient of NAR’s Distinguished Service Award.

Adorna has a BA Degree in Philosophy and has been awarded five Who’s Who awards beginning with “Who’s Who of American Women”, “Finance and Industry”, “Emerging Leaders”, “Who’s Who in the East” and “Who’s Who in America.

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