Precedence in bylaw interpretation

[Guest Guest_clubofficer]

I am an officer in a school fine arts booster club that has been operating successfully for a long time (+30 years). We are nearing our nominating/election cycle. Our bylaws provide for a nominating committee to produce a slate of officers (as is customary we also call for nominations from the floor). Our bylaws also specify the qualifications necessary to be on the nominating committee (parents of students in the group) and directs the President to appoint the committee. The bylaws also specify that the officers are to be included on the committee. Over many years the tradition has been that the senior parents (any and all) are appointed to the committee along with the officers (as stipulated in our bylaws.) I believe this started years ago to avoid the inherent risk of the President stacking the nominating committee with people of like views. We ask for suggested nominees from the club at large which the committee uses as a guide to finding the best candidates. My experience on the committee is that they do not take the task lightly and do make a sincere effort to slate the best person in each position. We have a couple people who wish to be slated that are calling into question whether or not the President has followed the bylaws by following tradition and appointing the senior parents and the officers to the committee and they are proposing a change to the Bylaws to allow anyone interested to serve on the committee. Realizing that the way our bylaws are set, the President has the power to appoint whoever he chooses, is their argument moot? If the bylaws did not specify this power to the President - is it "proper" to give weight to what has traditionally been done when interpreting who is to serve on the committee? (The bylaws don't state specifically the senior parents - although they fall into the group of defined committee members.) If a By Law change is voted upon and passes, does it alter the make up of the committee for this year when the committee has already been appointed?

[Robert B Fish]

Bylaws ALWAYS superscede "tradition." Amendents to the bylaws take effect upon adoption unless a proviso passed at the same time sets a different effective date.

-Bob

[Guest clubofficer]

I agree that Bylaws always take precedence. I guess what I was asking only comes into play when there are bylaws that are not very clear and therefore open to interpretation. In those cases, what is the best way to determine what the "correct" interpretation is? Someone in our group has suggested that since the same interpretation ("tradition") has been followed for many years that it provides an argument or precedence for what the "correct" interpretation is - if not, what is the best way to determine what a bylaw is meant to say if there are conflicting opinions?

Thanks.

[George Mervosh]

RONR's principles of bylaw interpretation can be found beginning on p. 570.