Membership termination resulting from failure to pay Dues

[Guest Chris]

Folks,

Our Bylaws require dues to be paid annually starting from a period three months prior from the annual meeting up until the annual meeting. The Bylaws further state that failure to pay will result in loss of membership and members may apply for membership once again after one year. Further, the Bylaws require "notification of nonpayment of dues will be made 1 month prior to the annual meeting".

At the annual meeting, I opened the meeting and under the regular business announced the members who had lost their membership right for failure to pay dues. I was then questioned how and when we notified these members of nonpayment as prescribed by the Bylaws. As I did not have the answer immediately (the membership committee does this activity and the chair was absent) I deferred the question to the following business meeting.

During subsequent investigation, the membership committee emailed the nonpaying members 1.5 months prior to the annual meeting notifying them of nonpayment of dues. Certain of these members stated they did not receive the email. My members are urging the Board to not terminate the members.

As President, I find my Bylaws not specific enough when requiring "notification". To me, e-mail does not suffice, but rather a certified letter would be more appropriate, however, the Bylaws are silent to this. Further, the members stated they did not receive the e-mail and my membership does not want to terminate these members.

Can my Board, as a governing body, or the membership, determine that proper procedure per the Bylaws were not followed and then "right" the situation by providing immediate notification as of this determination to the non-paying members and provide an additional one month to pay from that proper notification?

Further, our Bylaws state that "members currently serving in the military....are exempt from the requirement to pay dues". The Bylaws are silent to whether this means active or reserves. Two members who are new reserve members did not pay based on their reading of the Bylaws. Based on my reading, I find it difficult to argue the case, while other members of my governing body believe the intent of the Bylaws was to mean active duty.

Other than knowing I need to make some revisions, can you please provide some assistance in both of these situations.

Thanks,

Chris

[Gary c Tesser]

Couple of initial thoughts.

1. You do know that when there is an ambiguity or conflict in the bylaws, it is up to the organization to determine what the bylaws mean, yes? (RONR, 10th Ed., "some principls," p. 588 - 591)

2. Regarding notification of when meetings are held, RONR says that e-mail is acceptable for notifying members who have agreed to receive notice that way (p. 89; also see the bottom of p. 571). Of course, this is not the same as notice of impending loss of membership. But it might be persuasive, for when your organization makes the decision. So the answer to the question posed in your fifth paragraph is "maybe -- you decide."

[Trina]

Folks,

Our Bylaws require dues to be paid annually starting from a period three months prior from the annual meeting up until the annual meeting. The Bylaws further state that failure to pay will result in loss of membership and members may apply for membership once again after one year. Further, the Bylaws require "notification of nonpayment of dues will be made 1 month prior to the annual meeting".

At the annual meeting, I opened the meeting and under the regular business announced the members who had lost their membership right for failure to pay dues. I was then questioned how and when we notified these members of nonpayment as prescribed by the Bylaws. As I did not have the answer immediately (the membership committee does this activity and the chair was absent) I deferred the question to the following business meeting.

During subsequent investigation, the membership committee emailed the nonpaying members 1.5 months prior to the annual meeting notifying them of nonpayment of dues. Certain of these members stated they did not receive the email. My members are urging the Board to not terminate the members.

Unless the bylaws give the Board the authority to suspend (and, strictly speaking, it would have to be a retroactive suspension at this point, which is impossible on the face of it) this particular bylaw -- the bylaw about membership termination for nonpayment -- the Board can't actually do what the members are urging it to do. If the bylaws say that dues must be paid sometime in the three months leading up to the annual meeting, and if you don't pay you aren't a member anymore, then those people who didn't pay aren't members anymore. The notification requirement is a separate rule, and whether e-mail was adequate is a separate issue. Think of it this way -- even if the notification wasn't sent out at all (in violation of the requirement in the bylaws), that wouldn't somehow cancel out the other bylaw about losing your membership if you don't pay the dues by the time of the annual meeting. As Mr. Tesser pointed out, RONR (11th ed.) provides some principles of bylaws interpretation on pp. 588-591; however, near the beginning of that section is the statement: 'When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation.' (p. 588 ll. 26-29). When there is an ambiguity which requires interpretation, such interpretation is the job of the body that has the right to amend the bylaws (the general membership in most of the organization we encounter on this forum); in other words, the Board is not the right group to do the interpreting, should any interpretation be needed (unless the bylaws specifically state that the Board has the authority to rule on questions of bylaws interpretation).

As President, I find my Bylaws not specific enough when requiring "notification". To me, e-mail does not suffice, but rather a certified letter would be more appropriate, however, the Bylaws are silent to this. Further, the members stated they did not receive the e-mail and my membership does not want to terminate these members.

If the rules in the bylaws say that membership is terminated if you don't pay by a certain time, then these members have already been terminated (that sounds awfully grim, by the way); the people who 'don't want to terminate these members' are arguing about bygones. The toothpaste is already out of the tube. It might have been good, by the way, if the people on the nonpayment list had just pulled out their checkbooks when they heard their names at the annual meeting and paid on the spot (arguably satisfying that 'up until the annual meeting' requirement you mentioned) rather than spending time arguing about the nature of the notice that was sent or not sent to them. Moreover, it is the responsibility of members to be familiar with the provisions of their own bylaws.

Can my Board, as a governing body, or the membership, determine that proper procedure per the Bylaws were not followed and then "right" the situation by providing immediate notification as of this determination to the non-paying members and provide an additional one month to pay from that proper notification?

I don't see how you could do this and be in compliance with your bylaws. You mention the possibility of 'the membership' acting -- if there is a possibility of convening the membership (if the bylaws allow special meetings to be called, or if the membership meets regularly over the course of the year) perhaps the bylaws could be amended, maybe eliminating the one-year waiting period to reapply for membership.

Further, our Bylaws state that "members currently serving in the military....are exempt from the requirement to pay dues". The Bylaws are silent to whether this means active or reserves. Two members who are new reserve members did not pay based on their reading of the Bylaws. Based on my reading, I find it difficult to argue the case, while other members of my governing body believe the intent of the Bylaws was to mean active duty.

See the previous references to the principles of bylaws interpretation (in cases of ambiguity). And remember that the interpretation is not the job of the Board, unless the bylaws say it's the job of the Board (again, assuming that amendment of the bylaws remains in the hands of the general membership in your organization).

Other than knowing I need to make some revisions, can you please provide some assistance in both of these situations.

Amendments to the bylaws may well be in order, but presumably you individually can't adopt such amendments.

[David A Foulkes]

Couple of initial thoughts.

1. You do know that when there is an ambiguity or conflict in the bylaws, it is up to the organization to determine what the bylaws mean, yes? (RONR, 10th Ed., "some principls," p. 588 - 591)

And Guest_Chris, just to save you some confusion should you decide to research this, you'll want to read the referenced pages in RONR 11th Ed., unless reading about the organization of a convention of an established society offers you insights.

[Tim Wynn]

(RONR, 10th Ed., "some principls," p. 588 - 591)

You have the right pages, Gary; now get the RIGHT BOOK.

[Gary c Tesser]

I used to think maybe I'm the only fussbudget around here.

[Tim Wynn]

I used to think maybe I'm the only fussbudget around here.

You're just the most unique fussbudget.

[David A Foulkes]

You're just the most unique fussbudget.

Most unique? Oh, no.

[Guest Chris]

Thanks. I am receiving questions on whether our byla is ambiguous and if the members can interpret it. After reading the referenced section of RONR 11th Ed. I could not conclude:

"Failure to pay dues within the prescribed timeframe will result in loss of membership status. Members who have been terminated may submit for reapplication after a period of one year."

Membership status is not officially defined in the bylaws, however, the membership bylaws discusses after x years a member can achieve veteran or life status. Further in the elections bylaw there is reference to voting status.

While the second sentence would hint toward the meaning of the first sentence, could this still be considered ambiguous.

Thanks

[J. J.]

Thanks. I am receiving questions on whether our byla is ambiguous and if the members can interpret it. After reading the referenced section of RONR 11th Ed. I could not conclude:

"Failure to pay dues within the prescribed timeframe will result in loss of membership status. Members who have been terminated may submit for reapplication after a period of one year."

Membership status is not officially defined in the bylaws, however, the membership bylaws discusses after x years a member can achieve veteran or life status. Further in the elections bylaw there is reference to voting status.

While the second sentence would hint toward the meaning of the first sentence, could this still be considered ambiguous.

Thanks

Yes, it could. I couldn't answer if it does without looking at your bylaws in toto.

I would suggest you contact these organizations:

Contact either (or both) the ...

National Association of Parliamentarians

213 South Main St.

Independence, MO 64050-3850

Phone: 888-627-2929

Fax: 816-833-3893;

e-mail: hq@NAP2.org

www.]parliamentarians.org

or

American Institute of Parliamentarians

550M Ritchie Highway #271

Severna Park, MD 21146

Phone: 888-664-0428

Fax: 410-544-4640

e-mail: aip@parliamentaryprocedure.org

www.parliamentaryprocedure.org

for a reference or information.

There are also individuals out there that are truly expert parliamentarians, but not members of either group. I don't know of a list or ranking of them.

J. J.

[Guest Chris]

I have reviewed the relevant sections of RONR 11th ed. My question now is.

If a member feels a bylaw needs to be interpreted, is that a point of order? Or shall a member make a motion stating as such? If it is a main motion, I assume it requires a second. However, is the motion debateable (e.g. the motion that a bylaw is ambigious)? If not, is there a vote to determine if it is ambigous? If so (and the vote passes), is there than a subsidiary motion on the actual interpretation? If so, I gather this requires a second and debate, followed by a vote.

OR, is all this completed in one main motion (a motion that a bylaw is ambigious and then that member states their interpretation within the motion)?

Thanks,

[Shmuel Gerber]

I have reviewed the relevant sections of RONR 11th ed. My question now is.

If a member feels a bylaw needs to be interpreted, is that a point of order? Or shall a member make a motion stating as such? If it is a main motion, I assume it requires a second. However, is the motion debateable (e.g. the motion that a bylaw is ambigious)? If not, is there a vote to determine if it is ambigous? If so (and the vote passes), is there than a subsidiary motion on the actual interpretation? If so, I gather this requires a second and debate, followed by a vote.

OR, is all this completed in one main motion (a motion that a bylaw is ambigious and then that member states their interpretation within the motion)?

Thanks,

No, there's no such thing as a motion to interpret the bylaws. The question either comes up as a point of order as a result of something that happens in a meeting, or someone makes a motion directing someone (an officer, the board, a committee, etc.) to do something. You don't just interpret in the abstract. If the desire is to clarify the rules so as to avoid future problems, then the correct thing to do is to amend the rules.

[Trina]

Thanks. I am receiving questions on whether our byla is ambiguous and if the members can interpret it. After reading the referenced section of RONR 11th Ed. I could not conclude:

"Failure to pay dues within the prescribed timeframe will result in loss of membership status. Members who have been terminated may submit for reapplication after a period of one year."

Membership status is not officially defined in the bylaws, however, the membership bylaws discusses after x years a member can achieve veteran or life status. Further in the elections bylaw there is reference to voting status.

While the second sentence would hint toward the meaning of the first sentence, could this still be considered ambiguous.

Thanks

My guess is that those who argue for ambiguity would claim that 'loss of membership status' (in the first sentence) is something entirely distinct from what is described in the second sentence, and that members who have lost 'membership status' because of nonpayment are not the same as 'members who have been terminated'... ? Sounds a bit thin to me, but... 1) I haven't seen the bylaws in their entirety; and 2) I'm not a member of your organization, so it's not up to me.

I have reviewed the relevant sections of RONR 11th ed. My question now is.

If a member feels a bylaw needs to be interpreted, is that a point of order? Or shall a member make a motion stating as such? If it is a main motion, I assume it requires a second. However, is the motion debateable (e.g. the motion that a bylaw is ambigious)? If not, is there a vote to determine if it is ambigous? If so (and the vote passes), is there than a subsidiary motion on the actual interpretation? If so, I gather this requires a second and debate, followed by a vote.

OR, is all this completed in one main motion (a motion that a bylaw is ambigious and then that member states their interpretation within the motion)?

Thanks,

As Mr. Gerber explained, you don't just stand up and make a motion to interpret part of the bylaws.

One example of how this could be approached: Joe Brown, who didn't pay his dues in time, has suffered the 'loss of membership status' described in your bylaws (I assume everyone agrees on this). Those who believe that the bylaws are ambiguous believe that Joe's membership has not been terminated; rather, he is still a member, whose membership rights (his 'status', if you will) have been suspended for the moment. Joe sends in his dues to the treasurer (or whoever is in charge of collecting dues in this organization). At the next membership meeting, Joe walks in with everyone else and sits down. After the meeting is called to order, someone could raise a point of order that a nonmember (Joe) is at the meeting. Or perhaps the point of order would be raised later, as Joe gets up to make a motion, or to speak in debate. Then the point of order is processed, according to the rules you can read in your copy of RONR (including the possibility of the chair submitting the decision to the assembly, or the possibility of an appeal from the ruling of the chair, if it comes to that). If the chair asks the assembly to make the decision, or if the assembly appeals from the ruling of the chair, then debate is possible. You'll want to read over section 23 (point of order) and 24 (appeal). That period of debate is when people could argue over whether the bylaw is actually ambiguous, and, if it is, they can hash out the meaning of the bylaw in question.

I'll repeat my earlier point that it's unlikely that the board has the authority to interpret the bylaws (check your bylaws ).

Another example would be that, at a membership meeting, someone makes a motion directing the board to take action, somewhat as you described in your original post:

Can my Board, as a governing body, or the membership, determine that proper procedure per the Bylaws were not followed and then "right" the situation by providing immediate notification as of this determination to the non-paying members and provide an additional one month to pay from that proper notification?

Someone then jumps in with a point of order that this motion is improper (it conflicts with the bylaws), since Joe Brown and his fellow non-payers have been terminated, and have to wait a whole year before reapplying for membership; they can't just be invited back in as members by some ad hoc procedure described in the motion before the assembly. As in the first example, debate on the meaning of the bylaws can follow, during the processing of the point of order.