Kim Goldsworthy Posted February 22, 2011 at 07:10 AM Report Share Posted February 22, 2011 at 07:10 AM [RONR (10th ed.), p. 9, l. 5-7]A board within an organized society is an instrumentality of the society’s full assembly, to which it is subordinate.• Assume a society with a board and a general membership.Q1. Is an officer an "instrumentality of the society's full assembly to which he is subordinate"?Q2. Is a committee an "instrumentality" of the party who created the committee "to which it is subordinate"?Q3. If a power is granted to a board, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?Q4. If a power is granted to an officer, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power? Link to comment Share on other sites More sharing options...
Larry Cisar Posted February 22, 2011 at 09:29 AM Report Share Posted February 22, 2011 at 09:29 AM [RONR (10th ed.), p. 9, l. 5-7]A board within an organized society is an instrumentality of the society’s full assembly, to which it is subordinate.• Assume a society with a board and a general membership.Q1. Is an officer an "instrumentality of the society's full assembly to which he is subordinate"?Q2. Is a committee an "instrumentality" of the party who created the committee "to which it is subordinate"?Q3. If a power is granted to a board, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?Q4. If a power is granted to an officer, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?Q1-4=YesNow, get the organizations and membership to understand what is/is not in their areas. Exclusivity is the hard one to define and accept. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2011 at 06:39 PM Report Share Posted February 22, 2011 at 06:39 PM ...Q3. If a power is granted to a board, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?......Yes....Just to clarify a point, and as one example - as I understand this, if the Board is granted the authority (in the bylaws) to fill vacancies on the Board, assuming no exclusivity, then the general membership retains as well the authority to do so. However, that has been noted elsewhere on this forum as incorrect.So..... what am I missing? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 22, 2011 at 11:41 PM Report Share Posted February 22, 2011 at 11:41 PM Q1. Is an officer an "instrumentality of the society's full assembly to which he is subordinate"?Q2. Is a committee an "instrumentality" of the party who created the committee "to which it is subordinate"?Q3. If a power is granted to a board, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?Q4. If a power is granted to an officer, to do X, Y, Z, does the general membership retain likewise the power to do X, Y, Z, assuming there is no exclusivity of the grant of power?Yes to all four questions.Just to clarify a point, and as one example - as I understand this, if the Board is granted the authority (in the bylaws) to fill vacancies on the Board, assuming no exclusivity, then the general membership retains as well the authority to do so. However, that has been noted elsewhere on this forum as incorrect.So..... what am I missing?RONR, 10th ed., pg. 571, lines 24-35 suggests to me that if a specific power is granted to a board or officer by the Bylaws, the power is generally assumed to be exclusive unless there is some language which suggests otherwise. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 23, 2011 at 12:08 AM Report Share Posted February 23, 2011 at 12:08 AM RONR, 10th ed., pg. 571, lines 24-35 suggests to me that if a specific power is granted to a board or officer by the Bylaws, the power is generally assumed to be exclusive unless there is some language which suggests otherwise.I don't see the relevance. That language refers to the general principle of interpetation, that when specific things of a particular class of things are enumerated, all other things of that class are presumed to be omitted by intent. It says nothing about making them exclusive to one body or another. If certain powers are specifically granted to the board, other powers not mentioned are not granted. It does not say that the powers so granted are thereby relinquished by the membership.It seems to me that the principles of Official Interpretations 2006-12 and 2006-13 would apply. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 23, 2011 at 12:14 AM Report Share Posted February 23, 2011 at 12:14 AM I don't see the relevance. That language refers to the general principle of interpetation, that when specific things of a particular class of things are enumerated, all other things of that class are presumed to be omitted by intent. It says nothing about making them exclusive to one body or another. If certain powers are specifically granted to the board, other powers not mentioned are not granted. It does not say that the powers so granted are thereby relinquished by the membership.It seems to me that the principles of Official Interpretations 2006-12 and 2006-13 would apply.I'm suggesting that if, for instance, the Bylaws provide that the board fills vacancies, other methods of filling vacancies are prohibited. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted February 23, 2011 at 12:21 AM Author Report Share Posted February 23, 2011 at 12:21 AM Thus my follow up.If the power so granted is:"That ______ [fill in the blank with an OFFICER or a BOARD] be empowered to fill vacancies in _______ [fill in the blank with a name of a body]," then,Q. Is this a power which can be countermanded by the general membership, as Official Interpretation #12 and #13 implies? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 23, 2011 at 12:23 AM Report Share Posted February 23, 2011 at 12:23 AM Q. Is this a power which can be countermanded by the general membership, as Official Interpretation #12 and #13 implies?In my opinion, no. Provided there are no other relevant rules in the Bylaws, the power would be exclusive to the officer or board. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 23, 2011 at 12:50 AM Report Share Posted February 23, 2011 at 12:50 AM In my opinion, no. Provided there are no other relevant rules in the Bylaws, the power would be exclusive to the officer or board.Well, as I crawl tentatively out on that proverbial limb, I think I must respectfully (and I do not use that term lightly) disagree. I think p. 559 l. 29 - p. 530 560 l. 4 tend to suggest otherwise. It leads me to think the wording must be much more explicit in delegating exclusive authority to a subordinate entity.But then, I tend to advocate for Ol' Nick too easily sometimes. ~~~~~~~~~~~~~~Edited to conform with the normal space-time continuum. Link to comment Share on other sites More sharing options...
hmtcastle Posted February 23, 2011 at 01:00 AM Report Share Posted February 23, 2011 at 01:00 AM I think p. 559 l. 29 - p. 530 l. 4 tend to suggest otherwise.You mean I've been reading the book in the wrong direction all this time?Oy! Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 23, 2011 at 01:04 AM Report Share Posted February 23, 2011 at 01:04 AM Yes, and I always eat dessert first. (a little too much Beefeaters before dinner tonight) Link to comment Share on other sites More sharing options...
Josh Martin Posted February 23, 2011 at 02:15 AM Report Share Posted February 23, 2011 at 02:15 AM Well, as I crawl tentatively out on that proverbial limb, I think I must respectfully (and I do not use that term lightly) disagree. I think p. 559 l. 29 - p. 530 560 l. 4 tend to suggest otherwise. It leads me to think the wording must be much more explicit in delegating exclusive authority to a subordinate entity.What is said on pg. 559-560 has very little bearing on this question, as those pages mostly deal with the language used to give general authority to the board. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 23, 2011 at 03:17 AM Report Share Posted February 23, 2011 at 03:17 AM What is said on pg. 559-560 has very little bearing on this question, as those pages mostly deal with the language used to give general authority to the board."If the organization desires to turn all of its business over to the board - as may occur, for example , in some social clubs - the same section should be reduced to:The Executive Board [or 'Board of Directors,' etc.] shall have full power and authority over the affairs of the Society except... [specifying classes of business the society may wish to reserve to its assembly]." (p. 559 l.32 - p. 560 l. 4) Granted the word exclusive doesn't appear here, but you read this as "general" authority? Especially coming after the section that refers to writing the bylaws to define the (seemingly broader, imo) board's power "so that the society's assembly will retain full control but can leave to the board such details as it may wish?" (p. 559 ll. 29-32) That to me sounds like general authority. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 23, 2011 at 03:24 AM Report Share Posted February 23, 2011 at 03:24 AM "If the organization desires to turn all of its business over to the board - as may occur, for example , in some social clubs - the same section should be reduced to:The Executive Board [or 'Board of Directors,' etc.] shall have full power and authority over the affairs of the Society except... [specifying classes of business the society may wish to reserve to its assembly]." (p. 559 l.32 - p. 560 l. 4) Granted the word exclusive doesn't appear here, but you read this as "general" authority? Especially coming after the section that refers to writing the bylaws to define the (seemingly broader, imo) board's power "so that the society's assembly will retain full control but can leave to the board such details as it may wish?" (p. 559 ll. 29-32) That to me sounds like general authority.Both are examples of general authority. One is full and one is limited. The distinction I am drawing is between the general and the specific. If an organization gives its society general authority to act between meetings but also gives the board specific authority in a certain regard, then it seems that the intent of the specific authority is to give the board exclusive authority in that specific area. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 23, 2011 at 03:30 AM Report Share Posted February 23, 2011 at 03:30 AM Both are examples of general authority. One is full and one is limited. The distinction I am drawing is between the general and the specific. If an organization gives its society general authority to act between meetings but also gives the board specific authority in a certain regard, then it seems that the intent of the specific authority is to give the board exclusive authority in that specific area.Okay, I understand this. Thank you. So, if you'll indulge me one more moment....A society elects its full Board at its annual meeting, but has in its bylaws that the Board shall fill any vacancy on the Board for the unexpired term until the next annual meeting's election. The entire Board resigns. Does the society then go Board-less until the annual meeting? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 23, 2011 at 04:28 AM Report Share Posted February 23, 2011 at 04:28 AM Does the society then go Board-less until the annual meeting?Unless the society amends the Bylaws before then, yes. Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 23, 2011 at 12:54 PM Report Share Posted February 23, 2011 at 12:54 PM Mr. Martin’s responses are entirely correct, but because they must necessarily deal in an abstract way with the proper interpretation of bylaw provisions I predict that this thread will ramble on and on in a meaningless fashion. If the bylaws clearly provide that vacancies in office shall be filled by the board, then, absent anything else of relevance, Mr. Martin and General Robert (see Q&A 354 & 379 in PL), and any other parliamentarian worth his salt, will tell you that it appears that the board has the exclusive power to fill vacancies in office. On the other hand, if the bylaws contain some sort of fuzzy language such as "That ______ [fill in the blank with an OFFICER or a BOARD] be empowered to fill vacancies in _______ [fill in the blank with a name of a body]" (as has been suggested by Mr. Goldsworthy), then all bets are off. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 23, 2011 at 02:04 PM Report Share Posted February 23, 2011 at 02:04 PM If the bylaws clearly provide that vacancies in office shall be filled by the board, then, absent anything else of relevance, Mr. Martin and General Robert (see Q&A 354 & 379 in PL), and any other parliamentarian worth his salt, will tell you that it appears that the board has the exclusive power to fill vacancies in office. On the other hand, if the bylaws contain some sort of fuzzy language such as "That ______ [fill in the blank with an OFFICER or a BOARD] be empowered to fill vacancies in _______ [fill in the blank with a name of a body]" (as has been suggested by Mr. Goldsworthy), then all bets are off.Well, sure, but those two are very different."Shall be filled by" shows clear intent that this is the way it gets done, but finding vacancy-filling on a list of delegated powers, many of which we know are not exclusive, gives us no reason to assume that this single power is.If anyone is looking for a general rule like "the power to fill vacancies is always (or never) exclusive", that's not happening, given the ambiguities that riddle so many bylaws. Link to comment Share on other sites More sharing options...
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