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The Secretary sent an email to some members of our Department about our Annual Meeting that the President thought should not have been sent. As a result, the President asked to review drafts of all of the Secretary's emails related to the Annual Meeting. The Secretary agreed to this arrangement because he thought it would result in better communications. Before the next Annual Meeting, the Secretary plans to send an email similar to the one the President found objectionable, and the Secretary expects the President to object. There are several ways to handle this potential confrontation, e.g., 1. The Secretary can send the email despite the President's objections. As you said in our previous conversation, "there is nothing in RONR which would prevent anyone from sending out such an email, so I think it will be a high bar for the President to claim that 'general supervision of the affairs of the Department' gives him the authority to order the Secretary (or anyone) not to send a follow-up email with information pertaining to a meeting." But you also said that "I think there is sufficient ambiguity in this matter that the organization could reasonably reach an alternative interpretation." 2. The Secretary can ask members at a regular membership meeting to approve a resolution that would essentially allow the Secretary to do his job without interference from the President: "Resolved, That the Secretary be authorized to send communications within the Department that the Secretary deems to be in the best interests of the Department and are consistent with the Secretary's duties and responsibilities under the bylaws."

Mr. Martin, the motion I might make is related to this discussion. I might need to ask the assembly to weigh "one vague provision against another."

I am honored to have two people who literally wrote the book of rules help me. Mr. Honemann, the motion I might make would ask the assembly to interpret a provision in our bylaws. At this point, it is not certain that I will need to make such a motion — I just want to be prepared.

That's perfect. What would I say at the meeting to "give notice"? What would I say during a meeting to request such permission? I assume that the Chair would decide whether to grant such permission. Is the Chair's decision subject to appeal?

Giving members advance notice of the motion might not be possible, and the issues raised by the motion are important. By postponing, I hope more people will attend the meeting where the motion will be decided. (The motion will appear in the minutes.) I'd also like to give people more time to think about the issues involved.

I would like to make a motion, debate it, debate it further at the next meeting, and then vote on it. To do that, my plan is to say “I move to postpone my motion to the next meeting” after initial debate has concluded, per RONR (12th ed.) 14:20(a). I'm hoping that there is a better way to do what I want to do — I'd rather not risk the small possibility that my motion to postpone will fail.

This discussion has led me to explore parts of RONR that till now I knew nothing about (it's a pretty thick book). I'm going to do some research — I'll be back if I get stuck. Thanks for helping.

I wasn't aware of 23:6 — thanks for the citation. Our bylaws have a qualification-waiver provision that allows certain unqualified members to be elected. For example, a trustee is required to have 3 years of service in the department to qualify as a trustee candidate. In the past, thinking that our bylaws allow us to do so, members have voted to waive our years-of-service requirement in order to elect unqualified trustees. After reviewing our bylaws, it is clear to me that the qualification-waiver provision does not apply to trustees. This isn't a matter of bylaw interpretation — it's unambiguous text that everyone has overlooked for many years. What is the status of trustees who were elected with an improperly-waived qualification?

If our organization elects an officer in a way that violates our bylaws, and no one raises an objection, can the violation be raised at a later date to invalidate the election? I think not, because any objection would be "old business" that cannot be raised at a subsequent meeting.

RONR (12th ed.) 56:68(1) says that "An ambiguity must exist before there is any occasion for interpretation" of the bylaws. I was wondering if this forum's experts think an ambiguity exists. If my understanding of Mr. Martin's reply is correct, there may or may not be an ambiguity, depending on the circumstances.

The document in this instance is an email. The secretary sent an Annual Meeting notice to members per the bylaws. He subsequently learned information related to that meeting that he wanted to send in a followup email to members, and the president objected.

Excellent (and in hindsight, obvious) point. So if this is a question of bylaw interpretation, then my question is, Do the bylaws give final authority on this matter to the president or the secretary? Or are the bylaws sufficiently unclear to warrant interpretation of the bylaws by the organization's membership at a business meeting?

My organization's secretary has been sending draft documents to the president for review as a courtesy before sending the final version to everyone in our department. If a disagreement should occur between the president and the secretary about the wording in the draft of a document, who gets the final word? The duties, described in our bylaws, of the president and secretary are provided below. The secretary is an elected officer of the department, not a presidential appointee. My thought is that since the bylaws give the secretary the duty to "make reports and perform... other duties as are incident to this office," the secretary gets to decide what to write and cannot be overruled by the president, even though the president has "general supervision of the affairs of the Department." Is that the way it works? -- President The President shall preside over all Meetings of the Department and of the Board of Trustees; shall have general supervision of the affairs of the Department; and shall be custodian of Department-owned property with the exception of Department motor vehicles or equipment thereon. This custodianship of property shall be subject to the authority of the Board of Trustees. The President may sign or countersign any checks, certificates, contracts, or other instruments of the Department, as authorized by the Board of Trustees; may request that the Board of Trustees appoint an Assistant Treasurer or an Assistant Secretary; shall be accountable to the Board of Trustees; and shall perform such other duties as are incident to this office. Secretary The Secretary shall issue notices for Annual, Regular and Special Meetings when required by the Department; shall keep minutes of all such meetings and minutes of the meetings of the Board of Trustees; shall sign such instruments requiring the Secretary’s signature; shall maintain and submit current membership rosters to the Clerk of the Circuit Court; and shall make reports and perform such other duties as are incident to this office or are properly delegated by the Board of Trustees or President. The Secretary shall maintain an archive file of all previously amended versions of the bylaws for historical reference.

Generally, how are matters resolved when RONR does not clearly answer a question? In this specific case, can the secretary decide what counts as a signature on the minutes?

RONR (12th ed) 48:7 says minutes "should be signed." If Secretary Duffy had only typed her name on the minutes as shown in 48:8, would that count as a signature?

What authority is used by RONR's authors to decide how to spell a word when there are several acceptable spellings? — e.g., canceled vs cancelled.

What dictionary does RONR use as its authority?

"Adopt" and "carry" can sometimes be used interchangeably, e.g., "the motion (or question) was adopted" or "the motion (or question) was carried." 1. Is it bad form to use both words in meeting minutes or should you pick one and use it consistently throughout? 2. Could you choose (or is it bad form) to consistently say "the motion was adopted" and "the question was carried" throughout meeting minutes? 3. Are budgets adopted or are they carried, or is either term correct? It seems like "carrying a budget" could be confused with the physical act of transporting a budget.

So even though it is "improper" to enter account balances on the minutes (see below), are you saying that the practice may continue because the custom has authority?

I will avoid using the term referendum to describe a ballot question presented to the general membership of our organization. I appreciate everyone's advice.

Mr. Katz, My organization has no rule that causes it to matter. The term referendum does not appear in any of our governing documents. Is there a better term to use to describe a "question decided directly by the membership of the organization in a ballot question"? The terms question and ballot question can be ambiguous in some contexts, especially when brevity is needed, e.g., in the subject line of an email. (I deeply appreciate this forum and your and Mr. Martin's expertise.)

Is it proper to call a question as to whether to accept a proposed budget a referendum? The ballot we create when we consider whether to elect someone to our organization says something like, "Shall Jane Smith be elected to membership in XYZ." The ballot response options are "yes" and "no." Can that ballot question be called a referendum?

Mr. Elsman, RONR (12th ed.) 2:25 discusses customary practices and their possible conflict with the organization's parliamentary authority. The answer to question 15 in the RONR FAQ says it is "improper" to "summarize matters discussed at a meeting in the minutes of that meeting" because minutes "are a record of what was done at a meeting, not a record of what was said." I would classify "account balances presented by the treasurer" as "what was said," not "what was done." So would it be improper to record the treasurer's report in the minutes?

The terms "adopt" and "pass" seem to be used interchangeably sometimes, e.g., the motion "was adopted" or the motion "passed by a majority vote." Do you adopt or pass motions? I have the same question in the context of budgets: Do you adopt or pass a budget?

This is the relevant section of our bylaws: 4.1. Composition of the Board of Trustees There shall be a Board of Trustees consisting of ten (10) members, seven (7) of which shall have voting privileges. Six (6) of the voting members shall be Trustees elected to serve three-year terms, or until their successors have been duly elected. The seventh voting member shall be the President, who shall act as Chair of the Board of Trustees. The Vice President, Secretary, and Treasurer shall sit as nonvoting, ex-officio members of the Board of Trustees unless duly elected as Trustees.