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Bylaw Interpretation


Guest Curious

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Scenario: The organization is a 501©(3). Our Bylaws state that "All books and records of the Society may be inspected by a member or his agent or attorney for any purpose at any reasonable time."

A member (who is notorious for nefarious behavior) wants a copy of the names and addresses of members entitled to vote. The list she wants is considered a record under the Bylaws. Under RR of interpretation, we (as a board) would like to interpret "any purpose" as "any good purpose" when it comes to the inspection of our membership list. Under the rules, can we (as a board) interpret our Bylaws in the manner I suggested? I have the "In Brief" and the big rule book if you have a particular cite for me.

Thank you,

Curious

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See p. 570.

The final authority on interpreting bylaw provisions that may be obscure, is the assembly, not the Board alone. So pass the buck. Besides, by what authority can you decide what is "good", or "bad"?

That said, your word "inspect" wouldn't, in my view, give you friend the right to copy those names, &c. Unless she is awfully good at memorization, it will do no harm to let her see the list, but without any copying materials available.

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... we (as a board) would like to interpret "any purpose" as "any good purpose" when it comes to the inspection of our membership list....

From the previously mentioned p. 570:

'An ambiguity must exist before there is any occasion for interpretation.'

You (meaning, whichever entity in your organization may appropriately interpret the bylaws) will have to decide if

"for any purpose" is really ambiguous. What ambiguity is lurking in that straightforward and sweeping phrase? Perhaps ambiguity IS introduced by some other portion of the bylaws? Anyway, that is for you all to decide.

You may want to consider some other words from p. 570:

'When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws.'

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