Can officers or directors be "forced" to stay on the Board?

[Josh Martin]

So Tim, what I don't understand is how the "or" would keep them in office after the term. "Or" signifies only one of the two conditions needs to be met and so if I meet the condition of serving my two years, how can you keep me in office? If it were "and" then both conditions must be met as in serving my two years and having a successor elected.

The whole "and/or" distinction for the "until their successors are elected" clause is a term of parliamentary art. I concede that it doesn't quite mesh with the everyday use of the terms, and there have been lengthy discussions of that fact on this forum. It's just one of those oddball things that you'll have to commit to memory.

The only difference between using "or" rather than "and" is that "or" permits the assembly to remove an officer by rescinding the election rather than by a formal trial. In either case, officers continue serving beyond their term if their successors have not been elected, and neither alternative changes the rules for resignation.

The entity that decides that question, then, would be the organization itself? (As in the organization interprets its own bylaws?)

Yes.

If so, do we need a "Bylaw Interpretation document", or do we just trust to people's memories?

Well, with regards to this particular issue, this is why we recommend to use the exact language used in RONR.

In a more general sense, a "Bylaw interpretation document" is likely to cause more harm than good, in my opinion. RONR does provide that the reasoning for rulings by the chair and appeals by the assembly be included in the minutes, however, so if the assembly does decide an issue of Bylaws interpretation it will be recorded for the future.

[Guest Louise]

Well, with regards to this particular issue, this is why we recommend to use the exact language used in RONR.

In a more general sense, a "Bylaw interpretation document" is likely to cause more harm than good, in my opinion. RONR does provide that the reasoning for rulings by the chair and appeals by the assembly be included in the minutes, however, so if the assembly does decide an issue of Bylaws interpretation it will be recorded for the future.

Thank you very much, Mr. Martin. I'm printing off this entire thread; this conversation has been extremely helpful.

Louise

[Tim Wynn]

The entity that decides that question, then, would be the organization itself? (As in the organization interprets its own bylaws?)

If so, do we need a "Bylaw Interpretation document", or do we just trust to people's memories?

For Some Principles of Interpretation, See RONR (11th ed.), pp. 588-91.

[Shmuel Gerber]

The whole "and/or" distinction for the "until their successors are elected" clause is a term of parliamentary art. I concede that it doesn't quite mesh with the everyday use of the terms, and there have been lengthy discussions of that fact on this forum. It's just one of those oddball things that you'll have to commit to memory.

That's why the 11th edition of RONR suggests putting additional language in the bylaws regarding removal from office. See page 573, line 33 to page 574, line 33.

The authorship team even took its own advice in the sample bylaws (amended for the 11th edition), in Article IV, Section 3. (page 585, lines 25-31)

[Guest Louise]

For Some Principles of Interpretation' date=' See RONR (11th ed.), pp. 588-91. [/quote']

That's why the 11th edition of RONR suggests putting additional language in the bylaws regarding removal from office. See page 573, line 33 to page 574, line 33.

The authorship team even took its own advice in the sample bylaws (amended for the 11th edition), in Article IV, Section 3. (page 585, lines 25-31)

Thank you, Mr. Wynn and Mr. Gerber. I was hoping my 11 edition would be in my mailbox today, but alas it looks like I'll have to wait until next week. I'll be sure to read those sections carefully.

Louise