mcfarland

Bylaws - What takes precedent?

36 posts in this topic

Does RONR address bylaws?

My question:
If a section of bylaws states:  The President shall appoint all committees.
But another section states:  The members shall appoint the committee.

Is this not a conflict?  If so, how do you determine which takes precedent?

Thank you.
 

Share this post


Link to post
Share on other sites

If the second quote is related to a specific committee, whereas the first quote is stating the general practice, then the interpretive guideline is that "a general statement or rule is always of less authority than a specific statement or rule and yields to it." These "principles of interpretation" are contained in Robert's Rules beginning on page 588. The first principle, however, is that "each society decides for itself the meaning of its bylaws." So ultimately, it is up to your organization to make that determination.

But the idea is that it is as though when a general rule is stated there is an implied phrase with it that says, "unless stated otherwise in a spefic circumstance . . ."

Share this post


Link to post
Share on other sites

Rule 3 for bylaws interpretations, RONR (11th ed.), p. 589, states:  "A general statement or rule is always of less authority than a specific statement or rule and yields to it."  Therefore, I conclude that in your case the president has the power to appoint all committees.  

Share this post


Link to post
Share on other sites

Agreeing with Mr. Goodwiller and Mr. Honemann, it seems to me that a rule which says the members of a specific committee shall be appointed by the membership is the more specific of the two rules. 

Read together i think the two rules mean that the president appointments the members of all committees except for the specific named committee whose members are appointed by the membership. 

Share this post


Link to post
Share on other sites

I'm assuming that "members" means "members of the assembly"--not "members of each individual committee."  "Members of the assembly" is less specific than "the president."

Share this post


Link to post
Share on other sites
2 hours ago, Transpower said:

I'm assuming that "members" means "members of the assembly"--not "members of each individual committee."  "Members of the assembly" is less specific than "the president."

I believe you are missing the point of the interpretive principle. It isn't that the president is more specific than "members." Those are both equally specific methods for appointing committees - either the President names the committees, or the membership names the committees by vote. If the bylaws state it once in one of those ways, but then in another place state it the other way, they have a conflict in their bylaws that they need to resolve by an amendment.

But the initial question had "committees" (plural) in the first instance, and "committee" (singular) in the second, which led me to believe that the second instance was describing one specific committee, whereas the first instance was describing the general rule. If that is the case, I stand by my answer, and even if that is not the case, I don't agree that the interpretive principle should be applied to conclude that "president" is more specific than "members." 

Share this post


Link to post
Share on other sites

I agree completely with Greg Goodwiller and Dan Honemann and I am at at a complete loss as to how Transpower is coming up with his interpretation. It defies logic, common sense and the principles of interpretation.  It is just plain wrong.

Share this post


Link to post
Share on other sites

The specific statement would take precedence over the more generic statement. But the better option would be to amend the By-laws to make the two sections say the same thing.

Share this post


Link to post
Share on other sites

Well, I disagree with Richard Brown; my response is perfectly logical.  Obviously "President" is more specific than "members" or "member."

Share this post


Link to post
Share on other sites
On 8/15/2017 at 8:49 AM, Transpower said:

"Members of the assembly" is less specific than "the president."

To me both statements are equally specific. How is it that "Members of the assembly" is less specific than naming a specific person? However, based on the plural use for the appointment by the President and the singular use for the members, I am going to say that the singular out ranks the plural but that the By-laws should be amended to clear up the issue.

Share this post


Link to post
Share on other sites

For simplicity, let's say we have five members of a body, identified as A, B, C, D, and E, plus a president, identified as p.  If a motion were to say that "a member will do X" or a motion were to say "p will do x," obviously the latter is more specific--p is identified, the member is not identified!  If a motion were to say "some members will do X" or a motion were to say "p will do x," obviously again, the latter is more specific--p is identified but "some members" is not.  Now if the motion were to say "members A, B, C, D, and E will do x" then that would certainly be as specific as "p will do x."  However, the members attending a particular meeting will not necessarily be the same as the members attending another meeting!  So, then, the motion "p will do x" is still more specific.  So I agree with Rev Ed above, that "the singular outranks the plural...[and the Bylaws] should be amended to clear up the issue."

Share this post


Link to post
Share on other sites
On ‎8‎/‎15‎/‎2017 at 0:25 PM, Richard Brown said:

I agree completely with Greg Goodwiller and Dan Honemann and I am at at a complete loss as to how Transpower is coming up with his interpretation. It defies logic, common sense and the principles of interpretation.  It is just plain wrong.

Yes, Mr. Transpower's view of this is cockeyed and very clearly wrong, but there you have it.

Share this post


Link to post
Share on other sites

Signore Transpower argues that the specificity of a rule depends on whom it authorizes; thus, a "members-do-it" rule is more general than a "president-does-it" rule. However, this is to overlook the principle enunciated in RONR, viz. that it is the generality or specificity of the statement which counts. Neither "president" not "members" is a statement in itself and the rules cannot be evaluated without considering what they are authorizing.

Share this post


Link to post
Share on other sites

I continue to disagree with Daniel and Greg on this matter.  So:  it's up to the "client" to decide whom to follow.

Share this post


Link to post
Share on other sites

Transpower, Do you see any difference in degree of specificity in "...appoints THIS (the) committee" vs "...appoints ALL committees"? 

Share this post


Link to post
Share on other sites
2 hours ago, Transpower said:

I continue to disagree with Daniel and Greg on this matter.  So:  it's up to the "client" to decide whom to follow.

Yes, I suppose that is right. A client may choose to agree with you, or may choose instead to agree with the other six parliamentarians who have weighed in at this point (one of whom, i would note, is a member of the RONR authorship team) who are all in agreement that you are wrong.

Share this post


Link to post
Share on other sites

Hey, Greg, parliamentary opinions are just that--opinions.  And:  Daniel was a member of the authorship team, but he is no longer.

Share this post


Link to post
Share on other sites
5 minutes ago, Transpower said:

Hey, Greg, parliamentary opinions are just that--opinions.  

Yes, and some are good and some are bad.

 

6 minutes ago, Transpower said:

  And:  Daniel was a member of the authorship team, but he is no longer.

Yes, I decided some time ago not to continue my participation in the writing of future editions, but I can assure you that I remain fully familiar with the meaning of what is said in RONR (11th ed.), on page 589, lines 17-32.

And "Daniel" is a bit presumptuous, I'm afraid.

 

Share this post


Link to post
Share on other sites
On 8/16/2017 at 10:58 AM, Transpower said:

Well, I disagree with Richard Brown; my response is perfectly logical.  Obviously "President" is more specific than "members" or "member."

However, that interpretation runs afoul of the second principle of interpretation.  If the bylaws mean that the only the president may appoint committees, then the phrase " The members shall appoint the committee," will be rendered absurd.  There must be an attempt to read that phrase in harmony  with the rule that "The President shall appoint all committees."

Based on the information we have to agree with Goodwiller, Brown, Rev, and Honemann.

I would be wondering it the bylaw stating that members can appoint a committee applies to a single committee.  The president can appoint "all committees," but the members can appoint "the committee," as in this specific committee.  The context will be paramount. 

Share this post


Link to post
Share on other sites
On 8/16/2017 at 10:58 AM, Transpower said:

Well, I disagree with Richard Brown; my response is perfectly logical.  Obviously "President" is more specific than "members" or "member."

Okay, it's perfectly logical.  But it's still wrong.

Share this post


Link to post
Share on other sites
1 hour ago, Tapestry said:

Is it possible that "the committee" is the nominating committee?

Yes, or a committee dealing with disciplinary matters.  That is why I indicated that context matters.

Gary wrote: 

"Okay, it's perfectly logical.  But it's still wrong."

Transpower's explanation is not logical.

We have two statements in the bylaw:

 S1. The President shall appoint all committees.

S2. The members shall appoint the committee.

Transpower said:   " Rule 3 for bylaws interpretations, RONR (11th ed.), p. 589, states:  'A general statement or rule is always of less authority than a specific statement or rule and yields to it.'  Therefore, I conclude that in your case the president has the power to appoint all committees. " 

I will add another point.  RONR states, in Rule 4, that, "There is a presumption that nothing has been placed in the bylaws without some reason for it (pp. 590-91)."

Is that conclusion correct?

Transpower conclusion is that the president has the power to appoint all committees.  That is consistent with the bylaw that says "The President shall appoint all committees. (S1.)"  It is not consistent "The members shall appoint the committee.(S2.)"

We must presume that S2 was placed in those bylaws for a purpose.  Now, if Transpower's interpretation was correct, there would be no need for S2.  S1 covers it.  Therefore, Transpower's theory is not consistent with the rules of interpretation, Rule 4., to be specific.

Now, is there an interpretation that can be consistent with S1 and S2?  Well, if Rule 1 is the "general statement or rule," and that Rule 2. is the "specific statement or rule," them you get an answer that is consistent with Rule 3 and is consistent with Rule 4. 

QED.

This argument is, in fact, the one that is more logical. 

 

 

 

 

 

Share this post


Link to post
Share on other sites

In sum:  Mr. Transpower has one opinion, the rest of us have another, and neither matters anyway since, I thought, we don't interpret bylaws and it is up to an organization to interpret its own bylaws.

Share this post


Link to post
Share on other sites
Guest
You are commenting as a guest. If you have an account, please sign in.
Reply to this topic...

×   You have pasted content with formatting.   Remove formatting

  Only 75 emoticons maximum are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

Loading...