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We made a bylaw change but failed to change related provisions


Guest Concerned in Cranston

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Guest Concerned in Cranston

We made a mistake and are now caught up in a mobius strip debate about our bylaws.

 

Here are the facts.

The bylaws provided for:

  1. Presidents to be elected in January.
  2. They would serve a two year term.
  3. And the elections were held in even numbered years.

In January 2016 our current president was elected.  Six months later we changed the date of elections, moving it back from January to October.  No other changes were made nor were any put up for a vote.  The president and the rest of the membership anticipated that the next election would be in a year from October and she understood her term would, as a result of the change in month, would be less than a full two years.

In planning the election for this coming October it was noted by one member that it is not an even numbered year and that we couldn’t have an election.

It was noted by another member that were we to wait until October 2018 the president would then have had a term of more than two years.

Our annual meeting (when bylaws get changed) is coming in less time than the bylaws require proposed changes to be sent to the members for considersation.

The reality is when we changed the month from January to October, we should have changed the words “even years” to “odd years” but we didn’t.

Any suggestions as to how we fix this?

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19 hours ago, Guest Concerned in Cranston said:

We made a mistake and are now caught up in a mobius strip debate about our bylaws.

 

 

Here are the facts.

The bylaws provided for:

  1. Presidents to be elected in January.
  2. They would serve a two year term.
  3. And the elections were held in even numbered years.

In January 2016 our current president was elected.  Six months later we changed the date of elections, moving it back from January to October.  No other changes were made nor were any put up for a vote.  The president and the rest of the membership anticipated that the next election would be in a year from October and she understood her term would, as a result of the change in month, would be less than a full two years.

In planning the election for this coming October it was noted by one member that it is not an even numbered year and that we couldn’t have an election.

It was noted by another member that were we to wait until October 2018 the president would then have had a term of more than two years.

Our annual meeting (when bylaws get changed) is coming in less time than the bylaws require proposed changes to be sent to the members for considersation.

 

 

The reality is when we changed the month from January to October, we should have changed the words “even years” to “odd years” but we didn’t.

Any suggestions as to how we fix this?

You say that your president and the rest of your membership anticipated that the president's term would, as a result of the change in month, be less than a full two years, but based solely upon what has been posted, which isn't really enough, it appears to me that what has happened is that, by amending the bylaws as you did, you actually extended her term in office so that it will not expire until October, 2018.

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That is true if you ignore the provision that says, "Officers shall serve a two year term" and, even though that provision wasn't changed, read it to say, "Officers shall serve a term of two years and ten months."

We intended to move the election back by four months.  That's clear.  We just forgot to change the word "even" to "odd" and it seems there should be an easy fix for that.  Especially as that would result from moving the election date back by four months.

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4 minutes ago, Concerned in Cranston said:

That is true if you ignore the provision that says, "Officers shall serve a two year term" and, even though that provision wasn't changed, read it to say, "Officers shall serve a term of two years and ten months."

We intended to move the election back by four months.  That's clear.  We just forgot to change the word "even" to "odd" and it seems there should be an easy fix for that.  Especially as that would result from moving the election date back by four months.

I understand and believe you when you say what you intended to do, which was to shorten the current president's term, but I'm afraid that you didn't succeed in doing it. Instead, you lengthened it. Whether you shorten it or lengthen it, you change the length of your current president's term in office from what the bylaws said it would be when she was elected.

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I understand and accept what you say.  But can you explain to me why, it seems, you give greater weight to the provision requiring elections in even years than you do to another provision that provides for two year terms (and not two years, ten months)?

Again, my apologies for being thick on this point, but one change is there because of the wishes of the members while the other remains because nobody read very well.

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The bylaw provision that your president's term in office is for two years has clearly been changed with respect to (but only with respect to) the term in office of your current president as an inevitable consequence of the amendment which was adopted. However, your bylaw provision that elections are to be held in even numbered years has not been changed at all, and will remain in effect unless and until your bylaws are amended to change it.

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14 hours ago, Alexis Hunt said:

It seems to me the easiest solution would be, if everyone thought that the result was an election held in an odd year, to amend the bylaws to hold the elections in odd years.

It would be easiest if it were doable, but in the first post, Cranston tells us that there is not enough time now ("Our annual meeting ...").

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On 6/2/2017 at 10:03 AM, Daniel H. Honemann said:

The bylaw provision that your president's term in office is for two years has clearly been changed with respect to (but only with respect to) the term in office of your current president as an inevitable consequence of the amendment which was adopted. However, your bylaw provision that elections are to be held in even numbered years has not been changed at all, and will remain in effect unless and until your bylaws are amended to change it.

Oho, an inevitable consequence.  That's an eye-opener:  I had taken the situation to be an unresolvable inconsistency, and in this case I would figure to just flip a coin, which is awkward (because I almost always drop it and it rolls under something irretrievably, like under a horse or a couch, depending on your living-room decor) aside from the more abstract, philosophical, or strictly procedural  considerations -- that is to say, not just in purely practical terms (because you have to crawl under the couch or the horse, and be sure to watch out when you're crawling under a sedentary horse, in the living room or the pasture or elsewhere, and to not let anyone sit on the couch while you're under it, and especially have someone keep an eye out that the dang zany grandkids don't pick then to use it as a trampoline), but because of the presumption spanning p. 589 - 590).  But presented with Mr. Honemann's point, I am struck by its apt application of the non-absurd interpretation principle.

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