Contradictory language in the By-laws

[Guest Amanda Guest]

I have been reviewing our by-laws since a few of our Board wants to remove a member. There are 5 Board of Directors. One member is stating that if 3 of them vote to remove the member than that is the final decision. I am arguing that it would be true if only 3 members were present or if the other members were present and did not vote. However if just one member voted against the decision then it could not be enforceable since the vote was not unanimous. Below is the language in our by-laws regarding the issue:

Upon review, the member may and can be dismissed as a member by a unanimous decision of a quorum (three persons) representation of the Board of Directors, with their decision being final.

I think the wording in our by-laws is contradictory and can be challenged. However I am not an expert and seemed to have more questions than answers after I read Roberts Rules of Order. Any guidance would be greatly appreciated! Thanks!

[David A Foulkes]

I have been reviewing our by-laws since a few of our Board wants to remove a member. There are 5 Board of Directors. One member is stating that if 3 of them vote to remove the member than that is the final decision. I am arguing that it would be true if only 3 members were present or if the other members were present and did not vote. However if just one member voted against the decision then it could not be enforceable since the vote was not unanimous. Below is the language in our by-laws regarding the issue:

Upon review, the member may and can be dismissed as a member by a unanimous decision of a quorum (three persons) representation of the Board of Directors, with their decision being final.

I think the wording in our by-laws is contradictory and can be challenged. However I am not an expert and seemed to have more questions than answers after I read Roberts Rules of Order. Any guidance would be greatly appreciated! Thanks!

Unfortunately, the interpretation of bylaws is not something we indulge in here. You will find some insights on pp. 588-591 in RONR (11th Edition) which may help.

[Guest Edgar]

. . . a unanimous decision of a quorum (three persons) representation of the Board of Directors, with their decision being final.

Well that's certainly an unfortunate choice of words.

A unanimous vote is one in which all who voted voted the same way (e.g. a 3-0 vote, regardless of how many members were present). But a unanimous decision might be interpreted to mean that every member present voted the same way (i.e. there were no abstentions). And just what a unanimous decision of a quorum means is anyone's guess.

As Mr. Foulkes indicated, you're on your own.

[sMargaret]

First, find the person who wrote those bylaws and forcefully remonstrate with them.

First, come to some decision as to what the bylaws actually mean - have that discussion and decision by your members, guided by the principles of interpretation on those pages 588 to 591.

After that, hold the vote to remove the member.

Lastly, change the bylaws.

[Josh Martin]

First, find the person who wrote those bylaws and forcefully remonstrate with them.

First, come to some decision as to what the bylaws actually mean - have that discussion and decision by your members, guided by the principles of interpretation on those pages 588 to 591.

After that, hold the vote to remove the member.

Lastly, change the bylaws.

It might be desirable to reverse those last two steps, if they suspect that they can't reach the threshold currently required by the Bylaws.