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Section 4.        The President shall preside at all meetings, appoint all non-elective officers provided by these Bylaws, unless otherwise specifically provided in these Bylaws, subject to the approval of the Board of Trustees, act as Chairperson of the Board of Trustees, and be an ex-officio Member of all committees.

The above is under the article of our bylaws describing "Officers and Their Duties". The wording and punctuation seems to indicate:

1) The President shall (a) - preside at all meetings, (b) - appoint all not-elective officers provided by these bylaws unlss otherwise specifically provided in these bylaws

2) subject to the approval of the Board of Trustees, (a) - act as Chairperson of the Board of Trustees; (b) - and be an ex-officio member of all committees

I understand the Forum cannot interpret an organization's bylaws however I read in RONR §56 p568 [26-36] and p569 [1-16] that wording and placement of punctuation has very specific meaning. This section of our bylaws has remained just as written above since the organizations inception in 1958 and I therefore belive the originators had specific meaning in mind with the placement of the commas therein. My thoughts above are made a bit confusing (to me) with respect to the ", unless otherwise specifically provided in these Bylaws," placed in between two other "comma" separated statements as this one seems as extra info. I could be (and most likely am) way off base here however I thought I'd ask.

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I think one could make the case that it's the appointing non-elective officers that is subject to approval of the board of trustees. Perhaps the bylaws should be amended to eliminate the ambiguity.

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2 hours ago, 1stChurch said:

I think one could make the case that it's the appointing non-elective officers that is subject to approval of the board of trustees. Perhaps the bylaws should be amended to eliminate the ambiguity.

I read the bylaws the same way 1stChurch does and agree with his comments.  But, as you already know, it is up to your organization to interpret its own bylaws.  Our opinions don't count, except for whatever persuasive weight they might have. We're in the peanut gallery.

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Thank you and I certainly understand your position. I believe I agree also with both of you however, there is then the last part which would seem to follow that it is up to the Board to decide who chairs the Board as well as if the President is ex-officio member of committees.

Again, I understand you cannot really interpret our bylaws but thought I might ask this one last question concerning the ambiguity noted in our bylaw. As I am continually working with our bylaws and as chair of the committe, I feel as though I need to do what I can to make our bylaws less ambiguous where possible.

Thank you again

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Thank you and I certainly understand your position. I believe I agree also with both of you however, there is then the last part which would seem to follow that it is up to the Board to decide who chairs the Board as well as if the President is ex-officio member of committees.

Again, I understand you cannot really interpret our bylaws but thought I might ask this one last question concerning the ambiguity noted in our bylaw. As I am continually working with our bylaws and as chair of the committe, I feel as though I need to do what I can to make our bylaws less ambiguous where possible.

Thank you again

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6 minutes ago, Jim Anderson said:

Thank you and I certainly understand your position. I believe I agree also with both of you however, there is then the last part which would seem to follow that it is up to the Board to decide who chairs the Board as well as if the President is ex-officio member of committees.

I disagree with your interpretation of the last part.  The way I read the quoted provision of your bylaws is that the only thing that needs board approval is the appointment of non-elected officers.  I believe, based on his comments, that 1st Church interprets them the same way I do. 

Requiring board approval for committee appointments is not at all unusual and is quite common.  In addition, most bylaws provide that the president presides at all meetings, including the meetings of the board and serves ex officio on all committees.  I have never seen or heard of bylaws which require the permission of the board for the president to preside or to serve ex officio on committees.  I simply disagree strongly with your interpretation.

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6 hours ago, Jim Anderson said:

The President shall:

• preside at all meetings,

• appoint all non-elective officers provided by these Bylaws, unless otherwise specifically provided in these Bylaws, subject to the approval of the Board of Trustees,

• act as Chairperson of the Board of Trustees,

• be an ex-officio Member of all committees.

 

I would parse that long sentence as shown above.

***

This sentence is a good argument in favor of having a professional parliamentarian review one's bylaws.

A parliamentarian reads lots and lots of bylaws, and will recognize poorly-worded rules right away, and can flag the worse sentences for the organization to edit.

 

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Thank you all for your comments and help with this difficult bylaw. Mr Goldsworthy's suggested re-write makes a great deal of sense.

Thank you again

Jim Anderson

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On 4/12/2016 at 6:58 PM, Jim Anderson said:

Section 4.        The President shall preside at all meetings, appoint all non-elective officers provided by these Bylaws, unless otherwise specifically provided in these Bylaws, subject to the approval of the Board of Trustees, act as Chairperson of the Board of Trustees, and be an ex-officio Member of all committees.

Section 4.        The President shall preside at all meetings; appoint all non-elective officers provided by these Bylaws, unless otherwise specifically provided in these Bylaws, subject to the approval of the Board of Trustees; act as Chairperson of the Board of Trustees; and be an ex-officio Member of all committees.

There, fixed that for you.  :)  Each separate duty starts with a verb: preside, appoint, act, and be.

The reason I don't believe that "subject to the approval" applies to chairing the board meetings is that it would be superfluous in that context.  It is already true that in any assembly, the presiding officer presides subject to the approval of the assembly he's presiding over.  The members have the power, by a 2/3 vote, to suspend the rules and declare the chair vacant.  They can then elect a chair pro-tem.

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