mcfarland

Bylaws - What takes precedent?

12 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.
 

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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 . . ."

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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.  

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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. 

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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."

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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." 

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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.

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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.

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

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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.

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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."

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