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Bylaws - What takes precedent?

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29 minutes ago, Joshua Katz said:

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.

But, assuming (as it appears we have all been doing) that the situation is as described in the first sentence of Mr. Goodwiller's initial response, at least they now should have a better understanding as to how to interpret them. That's the best that we can do.

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44 minutes ago, Joshua Katz said:

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.

It matters because Transpower is misinterpreting and incorrectly applying the principles of interpretation contained in the 11th edition of RONR .  That erroneous application is leading to an absurd result.

 

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On 8/18/2017 at 9:06 AM, Daniel H. Honemann said:

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

 

Thank for this, Mr. Honemann. I have always appreciated the level of decorum that is practiced in this forum. It honors our profession. And I regret the extent to which this particular thread has not done so.

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Thanks, Joshua.  I would ask JJ, suppose the committee is not yet formed and has no members yet--would he then agree with me that the president appoints the members?

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41 minutes ago, Transpower said:

Thanks, Joshua.  I would ask JJ, suppose the committee is not yet formed and has no members yet--would he then agree with me that the president appoints the members?

Well, it would depend on the bylaws and on the committee.  Assume the bylaws say the president has the ability to "appoint all committees (without any qualification)," and the bylaws say that the "the assembly shall appoint the Discipline Committee." I would not agree that the president could appoint the Discipline Committee.

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1 hour ago, Transpower said:

Thanks, Joshua.  I would ask JJ, suppose the committee is not yet formed and has no members yet--would he then agree with me that the president appoints the members?

 

1 hour ago, J. J. said:

Well, it would depend on the bylaws and on the committee.  Assume the bylaws say the president has the ability to "appoint all committees (without any qualification)," and the bylaws say that the "the assembly shall appoint the Discipline Committee." I would not agree that the president could appoint the Discipline Committee.

I agree with JJ. If the bylaws say in one place that "The president shall appoint all committees" and in another place "The members of the XYZ committee shall be elected by the membership", the first statement is the general provision as it applies to all committees in general and the second statement is the more specific provision and would apply to that particular committee. It is the more specific statement as it applies to a specific committee. Such a situation often occurs with a nominating committee.

The only way to reconcile the apparently conflicting provisions and to give effect to both of them is to read them together as saying, in effect, "The president shall appoint the members of all committees except the XYZ committee whose members shall be elected by the membership". 

That gives effect to both provisions and is in conformity with the provisions of Principles of Interpretation 1, 2 and 3 on pages 588-589 of RONR.

Edited by Richard Brown
Added underlined language in the first and third paragraphs

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On 8/15/2017 at 11:27 AM, Greg Goodwiller said:
On 8/14/2017 at 10:57 AM, Richard Brown said:

Agreeing with Mr. Goodwiller and Mr. Honemann

I believe you are missing the point of the interpretive principle.

 

On 8/14/2017 at 10:05 AM, Daniel H. Honemann said:

If Mr. Transpower is disagreeing with Mr. Goodwiller's response, he shouldn't be. 

You're all so awesomely patient and excruciatingly respectful.

On 8/18/2017 at 11:34 PM, Gary Novosielski said:

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

 

On 8/16/2017 at 9:25 PM, Greg Goodwiller said:

Transpower, sorry. But you're WRONG on this one. Period.

I got to go take today's furosamide.

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On ‎8‎/‎22‎/‎2017 at 1:36 PM, Gary c Tesser said:

 

You're all so awesomely patient and excruciatingly respectful.

 

I got to go take today's furosamide.

I think I need one, too. 

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On 8/19/2017 at 0:37 AM, J. J. said:

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. 

 

 

 

 

 

J. J. nails it here. Apodictically (as Nero Wolfe might have said).

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40 minutes ago, Greg Goodwiller said:

 

I love it when I have to go to dictionary.com . . .

A pleasure to be of assistance.

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