Unless Otherwise Provided by the Bylaws & RONR

[smb]

I'm sure this has been the subject of a prior thread, but I am unable to find it so apologies for bringing it up again. I'm willing to accept either fresh advice or a link to a prior thread

State corporation codes frequently provide default language for certain elements of procedure "unless otherwise provided by the bylaws."  So there has always been the lingering question whether a provision in the bylaws stating that RONR is the parliamentary authority satisfies that requirement or whether any override of the statute must be by an express bylaw.  

 

Thx

[smb]

Oops...hit enter too quickly.  I am aware we parliamentarians have expressed differing opinions on this question so what I'm looking at the moment  is whether anyone has ever found legal authority for the proposition that adopting RONR is sufficient.  [recognizing of course that other legal jurisdictions may disagree.'

[Kim Goldsworthy]

"... legal ..."?

I doubt any responder will be able to answer the 50 question for the 50 states in the U.S., regarding whether that state's corporations code will be satisfied by a set of bylaws specifying a parliamentary authority.

***

Analogy.
If my bylaws reference wikipedia for its definition of "majority vote" or "To Reconsider", then, "Is 'Wikipedia' considered 'bylaws'?"

(I don't think so. A parliamentary authority is just that -- a set of parliamentary rules which are consistent with themselves, and which fill gaps which otherwise would be overridden by a superior rule.)

[Dan Honemann]

As I recall, there was a rather old, New York state trial-court level case cited here in this forum not too long ago which held, in a rather offhanded fashion, that the rules in Robert's Rules of Order were merely suggestions and therefore insufficient to satisfy such a statutory requirement. I doubt that it would be regarded as being in the least bit persuasive should the question be litigated today, even in New York.

 

The recommended language for adoption of RONR as an organization’s parliamentary authority is as follows: “The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”

 

As far as parliamentarians are concerned today, if this provision is included in a society’s bylaws the rules in RONR are thus incorporated into the society’s bylaws as a part thereof. This is clearly the view which RONR takes of the matter, as evidenced by what is said on pages 428-429, and in the footnote on page 580.