Board Amended Code of Ethics Illegally

[Wendy Gieske]

Hi - My first time here.

I'm a new board member in our national dog club. In the past at some point (not sure when yet, our Secretary is looking over old board minutes) our present illegal COE was "made up" by a past Board of Directors, and was never brought to the members for a vote (we are a national club so everything is sent by mail in a double blind process and then to an independent tally company).

I was originally a member many years back, 2000, I think. The legal COE was voted on by the membership in 2001 and I signed it along with everyone else.

I quit the club for awhile for personal reasons and then came back in 2008. There was a different code of ethics but I assumed it was legal and signed it with my membership application.

I wasn't involved in politics until this past year when the last board sent out a NEW COE which I had never heard of and we were asked as part of our renewal to sign it. I refused to sign along with many many other people. There aren't any bylaws that require us to sign the COE with renewal it's just become a custom. However, this COE was made up by the past President (who was brand new and also decided we needed a new COE and so made one up and had it sent out). He and one of the former directors resigned last winter after members (inlcuding myself) complained and brought it to everyone's attention that what he did was illegal and violated our rights.

So when this last indiscretion happened, we found out about the previous one!

Talk about drama.

My point is, NOW, we have many members who have signed an illegal COE. The Board alternates new board members being elected for 2 terms every other year. I just came in a month ago with a few others including the new Secretary (who is a past President of this Club). NO ONE has done anything about this. I am trying to figure this out - I'm on the Bylaws Committee, the website committee and Chair the membership committee.

My dilemna is: The website wasn't updated until this past week and we've had 7 new applicants who've signed the illegal COE. I notified everyone that they have signed the wrong one but that we're trying to figure out what to do about it. (In our last board meeting on Tuesday night, I also insisted to our Secretary that she contact the our website admin IMMEDIATELY and have everything changed (there are so many outdated things on our website, it's pathetic - the chnages were supposed to be made a month ago).

MY QUESTION: So I have 7 new applicants - do I have them sign the legal one from 2001 or have them stick with the one that's been used for the last 3-5 years that most everyone else has signed?

We know we have to make this legal, and do a total revision of our bylaws and we're also talking to the AKC concerning their rules we need to follow. There are also possible charges and grounds for suspension for the members responsible for violating this gross indiscretion of bypassing the entire membership and the membership not knowing their rights at the time concerning the changing of the COE.

Sorry this is so long - I will check back later in the day - hopefully someone can help,

Wendy

[Wendy Gieske]

This is the only reference to the COE I can find in our bylaws at this time:

SECTION 3: Election to membership. Each applicant for membership shall apply on a form

approved by the Board of Directors. This form shall provide that the applicant agrees to abide

by the Constitution, Bylaws and Code of Ethics of the USNMC and the rules of The American

Kennel Club. No application will be considered complete without full payment of dues for the

current calendar year. An Application Form and any applicable Sponsor Forms must bear

original signatures and be submitted at the same time for the Applicant to be considered for

membership.

Is it possible that the COE isn't governed by the bylaws?

So in this case, would the membership still have the right to govern/change the COE by a vote (Majority)?

Or is it indeed the Board who decides?

Thanks Again,

Wendy

[jstackpo]

What is a COE?

(Presumably not a hitherto unknown breed of dogie.)

[Guest Guest]

code of ethics

[jstackpo]

Most, if not all, of what you describe is essentially internal to your Dog Club and the AKC.

About the only thing RONR would say, indirectly, that a COE (or any other "position" that the club took) should be adopted by the association to be valid. Whether the Board can adopt things like that without direct member involvement is also a bylaws matter: how much authority do the bylaws give to the Board. Ditto with respect to the president.

But your signing it upon joining may cloud that issue.

[Guest JayW]

Whether the Board can adopt things like that without direct member involvement is also a bylaws matter: how much authority do the bylaws give to the Board. Ditto with respect to the president.

Dredging this back up because it's an issue I've been struggling with, too. (Dog clubs are almost as full of drama as HOAs, it seems!) I've been studying the Bylaws of numerous clubs, and they almost all say the same thing (no doubt because the language is recommended by the AKC):

"General management of the club's affairs shall be entrusted to the board of directors."

This is not the exact language giving "full power and authority" but what is the difference between "general management" and "full power and authority"? (Wendy's club, incidentally, just states "the management" rather than "general management". I snooped. )

I know the underlying answer is that it is up to the club to decide what the Bylaws mean -- but surely some of you have opinions or suggestions as to how the clubs should approach these issues. Should clubs be pushing for a qualifier following that "general management" statement, such as "The Board shall be subject to the orders of the members, and none of its acts shall conflict with actions taken by a vote of the membership"? (Conversely, does the absence of such a qualifier mean that the Board is not subject to the orders of the members?)

I promise once I get my copy of RONR back I will read through section 56 but it's on loan right now -- it may never come back, but I'll be getting the new edition soon anyway. (As a side note, it would be fantastic if an online edition of RONR were available, on a subscription basis like the AP Stylebook. Just a thought and "pretty please" for the wish list. )

My own national club's Bylaws state "The governance and management of the Club shall be vested in the Board of Directors" which, apparently, is closer to "full power and authority" than just "general management of the club's affairs". I'm guessing because the word "affairs" is dropped, meaning the Board has authority over the entire club?

[Dan Honemann]

Dredging this back up because it's an issue I've been struggling with, too. (Dog clubs are almost as full of drama as HOAs, it seems!) I've been studying the Bylaws of numerous clubs, and they almost all say the same thing (no doubt because the language is recommended by the AKC):

"General management of the club's affairs shall be entrusted to the board of directors."

This is not the exact language giving "full power and authority" but what is the difference between "general management" and "full power and authority"? (Wendy's club, incidentally, just states "the management" rather than "general management". I snooped. )

I know the underlying answer is that it is up to the club to decide what the Bylaws mean -- but surely some of you have opinions or suggestions as to how the clubs should approach these issues. Should clubs be pushing for a qualifier following that "general management" statement, such as "The Board shall be subject to the orders of the members, and none of its acts shall conflict with actions taken by a vote of the membership"? (Conversely, does the absence of such a qualifier mean that the Board is not subject to the orders of the members?)

I promise once I get my copy of RONR back I will read through section 56 but it's on loan right now -- it may never come back, but I'll be getting the new edition soon anyway. (As a side note, it would be fantastic if an online edition of RONR were available, on a subscription basis like the AP Stylebook. Just a thought and "pretty please" for the wish list. )

My own national club's Bylaws state "The governance and management of the Club shall be vested in the Board of Directors" which, apparently, is closer to "full power and authority" than just "general management of the club's affairs". I'm guessing because the word "affairs" is dropped, meaning the Board has authority over the entire club?

The general assumption is that the membership does not give up its overriding authority unless it clearly says so, but in your case it appears (based solely upon what you posted) that it may have done that. We really can't tell from here.

[Guest JayW]

Thanks for the input. I do understand that this forum cannot interpret Bylaws matters (it may not seem like it, but I do!) -- but when the membership is totally clueless about such things it does help to have general guidance from those who are more experienced in such things.

I have gone to the source, as it were, and asked the AKC what rights the members have if clubs use their suggested wording. I've yet to receive a response, and don't really expect one.

[Guest JayW]

I stand corrected -- I did receive a response from the AKC, who stated as much as has been said here -- the members have only the authority specifically granted to them in the Bylaws.

[Dan Honemann]

I stand corrected -- I did receive a response from the AKC, who stated as much as has been said here -- the members have only the authority specifically granted to them in the Bylaws.

That's backwards. It's the board that has only the authority specifically granted to it by the bylaws.Furthermore, that authority is always subject to being overridden by the membership unless the bylaws vest authority exclusively in the board.

[Guest JayW]

So you don't think "general management of the club's affairs" grants exclusive authority? Is "governance and management" different?

If the Board believes they have exclusive authority because of this wording, except in situations provided to members in the Bylaws, how can the members convince them otherwise?

[Tim Wynn]

So you don't think "general management of the club's affairs" grants exclusive authority? Is "governance and management" different?

Imagine you own a restaurant and you hire a chef under the agreement that he will have general management of the affairs of the kitchen and exclusive control over the content of the dessert menu. Is there a difference in these two concepts? Can you overrule him in either without violating the agreement?

As far as convincing the members of the board, you could try replacing them.

[Guest JayW]

Imagine you own a restaurant and you hire a chef under the agreement that he will have general management of the affairs of the kitchen and exclusive control over the content of the dessert menu.

THANK YOU!!! for that example. That flipped a light bulb on for me. It might still be a difficult process, at least in my club, to convince the board that the membership does have rights, but at least now there's some basis for thinking that we do!

Replacing is an option and something we hope to accomplish, but it's a long process because we have three "shifts" of Board members who each serve three-year terms. Little by little, though, we peons will infiltrate the aristocracy.....

[Guest Peggy]

Perhaps this will clarify this situation... and what was finally done as a result

Per the club's bylaws, members are required to sign the code of ethics as part of the membership application process.

It had became the custom that the membership renewal form included a copy of the code of ethics, really just to remind members of what they'd signed (sometimes many years before). Members were asked but not required to sign it again. it was more of a courtesy acknowledgement, but as they'd signed it initially, it was obviously always stiil in force for them.

....Initial Code of Ethics was voted into place by a ballot of the entire membership (double-blind-envelope voting procedure) in 2001

...In 2008 the board developed a new code of ethics with no notice to or input from the membership and "declared" it to be the club's code of ethics using the clause in the bylaws which states that "the management of the club is in the hands of the board of directors" They sent the new code of ethics out with the membership renewal and "requested" members to sign it. Most members didn't even notice the change and signed.. This "new" code of ethics did not introduce anything new, in fact, removed many previous commitments. Only one member objected and as it was not clear whether or not this was a 'courtesy" signature / acknowledgement, nothing was done.

In 2010, a new group being on the board, they again drew up a 2nd "newer" code of ethics with no notice to or input from the general membership. And they again sent it out with new renewals and this time clearly insisted that members HAD to sign the document as a condition of renewal being accepted.

NOW THERE WERE PROTESTS;

...the bylaws indicate that renewal only requires payment of dues in a certain time-period.

...the bylaws indicate three conditions where membership can be terminated (lapsing (ie non-renewal), written resignation, and per disciplinary procedure)

...Members objected that the board could NOT introduce an fourth criteria for membership to be terminated (could not require signature as a CONDITION of renewal)

...Members objected, finally, that the Board, being a subset of the membership, cannot override the proper vote of the entire membership done in 2001...and insisted that the club Return to the membership-endorsed coe from 2001.

The club has returned to the membership-endorsed COE from 2001.

The question, i believe being asked, relates to members who were admitted in the 2008-2010 time-frame.

as part of their membership application they signed what was given them as the club's Code of Ethics...either the 1st or the 2nd board-created document. They never saw or signed the membership-endorsed COE from 2001.

While no member should really have a problem signing any of these documents, the question is, I think, is there a requirement to have these now-members sign the current document (which was originally from 2001 and absent for two years) or is it simply in force for all members?

[Guest peggy]

A second comment might help...

Roberts does talk about the ability of a club's board / members to "interpret" the bylaws where they are unclear or where different interpretations might apply..

The club's bylaws include the statement that:

The management of the Club's affairs shall be entrusted to the Board of Directors.

While for the first 15 years of the club, that clause had been interpreted to mean that the board could make decisions for the club for expediency sake.....for instance, it just isn't feasible to send EVERY decision (or even MOST) decisions to the membership for balloting. But that some matters DID require membership approval or would be best served by sending them to the membership.

The two sets of board members, one group in 2008 and another in 2010, felt that Roberts gave them the right to decide to interpret that clause differently and they felt they were within their rights to interpret that clause as giving them the right to change anything they wanted without consulting the members. In fact, the second group felt that the first group established precedence and so they had even more of a "right" to do what they wanted.

They also said that as Roberts says you may interpret bylaws...that they had the right to interpret that clause as giving them the right to do what they wanted.

In the past, that clause in the bylaws

[David A Foulkes]

Per the club's bylaws, members are required to sign the code of ethics as part of the membership application process.

Well, WendyOfDogClub's initial post said this was not true, and her second post cited the "only" bylaw provision that mentions the COE with no signature required for membership, only that members will abide by the COE. So which is it?

If the bylaws don't require signing the COE as a prerequisite for (and continuation of) membership, then I'd say that it's not required. But your bylaws can only be properly interpreted in their entirety, which is not done here. See RONR (11th Ed) pp. 588-591 for guidelines that may help.

[JayW]

If the bylaws don't require signing the COE as a prerequisite for (and continuation of) membership, then I'd say that it's not required.

I agree (if it matters ) but would add that since your Bylaws state members are required to agree to abide by the Code of Ethics (assuming your application form doesn't have a date for the COE), it doesn't matter if they sign it or not -- they're stuck with whatever the current COE is as a condition of membership.

The club's bylaws include the statement that:

The management of the Club's affairs shall be entrusted to the Board of Directors.

Peggy, I've had similar questions about the power of the Board vs. the membership in our parent (dog breed) club. (And our local club really, but for the most part there the only members who show up to meetings are on the board so it's a moot point for now!) I took it to the AKC, who stated in no uncertain terms that when that language is used in AKC dog club Bylaws, "The members exercise authority only in those areas in which the bylaws specifically give them that power." (per the AKC's Director of Club Relations)

In other words, your Board was correct that they can change the COE at will, because your Bylaws do not grant that power to the members. The next time you amend your Bylaws, you might consider adding "Code of Ethics" to the Amendments article -- that's what our Club has done, so that the entire membership must vote on any change to the COE (along with the Constitution, Bylaws, and breed Standard).

[Guest peggy]

Robert's makes the statement that a subset of the membership cannot override the express wishes of the membership as a whole.

In 2001 the club's Code of Ethics was put in place upon a ballotted vote of the entire Membership.

I submit that the Board of Directors, being a subset of the membership, cannot override the vote of the entire membership. Thus that the Code of Ethics can only be properly changed by another vote of the entire membership.

If the members had not voted on the Code of Ethics, I agree, the Board would have been within its rights to put a new one in place...rude maybe but within their rights.

Seems to me that would be no reason to have members vote on anything if the Board can override any decision of the members properly done by ballot.

[Sean Hunt]

Robert's makes the statement that a subset of the membership cannot override the express wishes of the membership as a whole.

In 2001 the club's Code of Ethics was put in place upon a ballotted vote of the entire Membership.

I submit that the Board of Directors, being a subset of the membership, cannot override the vote of the entire membership. Thus that the Code of Ethics can only be properly changed by another vote of the entire membership.

If the members had not voted on the Code of Ethics, I agree, the Board would have been within its rights to put a new one in place...rude maybe but within their rights.

Seems to me that would be no reason to have members vote on anything if the Board can override any decision of the members properly done by ballot.

Assuming that your bylaws or local laws do not say otherwise, I would suggest looking at RONR pp. 482-483, especially lines 25-29 on 482 and lines 6-9 on 483.

[JayW]

Robert's makes the statement that a subset of the membership cannot override the express wishes of the membership as a whole.

"....unless expressly authorized by the superior body or the Bylaws." (see RONR pp. 577, ll. 23-28)

The Bylaws state that "The management of the Club's affairs shall be entrusted to the Board of Directors." The superior body (AKC) states that members have only those rights specifically granted to them in the Bylaws, which in your case do not include amending or approving the Code of Ethics.

Seems to me that would be no reason to have members vote on anything if the Board can override any decision of the members properly done by ballot.

The Board cannot override those actions of the members specifically granted to them in the Bylaws -- amendments of the Constitution, Bylaws, or Breed Standard, election of members rejected by the Board, nomination and election of Officers and Directors, expulsion of members, dissolution of the Club.

On a future Bylaws amendment, you could also consider adding "subject to the final authority of the membership" to the "management vested" statement, though I'm honestly not sure if the AKC would approve it.

Ideally the Board will be cognizant of and responsive to the needs and wishes of the membership, but that is sadly not always the case! The members' resource, then, is to replace the Board with Officers and Directors who will work in the best interests of the membership.

[Guest peggy]

so you're saying it all depends on the interpretation of the clause about the management of the club being in the hands of the board of directors. If one group interprets it to mean that the board should not / cannot override the membership vote that's what they do and then when another group comes in and decides to interpret that clause differently, they can do what they want and do...and then when a third group comes in and decides to interpret it the way the 1st group did, that's what THEY do! so things can flip-flop upon interpretation of the bylaws based upon the whims of that group?

I know Roberts says interpretation should be done with the INTENTION of the drafters of the bylaws, if known, but what do you do when two separate sets of person decide that because they "can" interpret something one way they choose to do so...

guess one part of the solution IS to put such things in the bylaws....perhaps even that the board cannot override express ballots of the entire membership? or perhaps a better explanation of that clause about board having management of club affairs?

what a mess.

[David A Foulkes]

Peggy - the answer lies on the top of page 589: "The ambiguous or doubtful expression should be amended as soon as practicable."

If it's determined and accepted that there is an ambiguity in a bylaws clause, after interpreting it you don't want to leave it as is. Remove the ambiguity (easier said than done, perhaps), so that when that next "group comes in", there's no uncertainty or ambiguity.

I'd caution you against overloading the bylaws with oh so many nit-picky sections that define the minutest details, which often can lead to further interpretive troubles. A good understanding of what RONR says (as your parliamentary authority it offers quite a bit) can perhaps allow you to actually trim the bylaws and let the 100+ years of parliamentary wisdom the book brings to your organization guide you. My two cents.

[JayW]

so things can flip-flop upon interpretation of the bylaws based upon the whims of that group?

Possibly, although it's my understanding that since the AKC is the superior body, it is their interpretation that is the final word on the matter.

[Guest peggy]

I understand and concur about the AKC being "the superior body". And when we consulted the AKC they indicated that the interpretation that the board, being a subset, couldn't override the vote of the entire membership was a valid interpretation.

On the other hand, the AKC only answers the question you ask..and perhaps they feel that BOTH possibilities are valid interpretations. Depends on which interpretation one wants, i guess.

I agree that a good understanding of RoNR is key.

I agree that a board should be taking into account the customs of the organization, the needs and wishes of the membership, and more.

It is my experience that every word is a potential chance for someone's possible mis-interpretation therefore, I agree that to overload the bylaws with minutia is more perhaps more problematic than not.

It seems that now, because someone "could" think a clause "might" mean something without any research or thinking things are suddenly declared ambiguous when for upwards of 20 years (or more for some organizations) a particular meaning was applied without problem. This seems to me to lead to endless slicing and dicing which is hardly productive but even worse, leads to a perception that everything is "political" because some people "want" things to mean one thing when they "could" mean something else. Don't get me wrong, I'm not against learning or clarifying when needed.

interesting, though.

thanks for the help

peggy

[JayW]

On the other hand, the AKC only answers the question you ask..

True, and the answer you get varies depending upon whom answers the phone/e-mail!

I think adding the "final authority of the membership" language would address your concerns, though -- that way even if the Board's interpretation was that it had the right to do something like rewrite the Code of Ethics, the membership would have the power to decide the Board really doesn't have that right. You wouldn't need to get into minutiae, but the membership would clearly have the right to override unpopular Board actions. (Though again, with the COE it might be best to explicitly give control of it to the membership, as well.)