Quorum, Good Standing and By-Laws Interpretation

[Guest Joe D]

Hi everyone,

In the absence of an explicit assertion can a negative inference be applied?

Or, how would you interpret these by-laws:

Section 3: Dues are payable at the first meeting of the calendar year. A member who has paid their annual dues shall be considered to be in good standing.

Section 4: A member in good standing shall be allowed one vote.

Do the by-laws need to explicitly state that a member would not be considered to be in good standing if they didn't pay their dues, or can we infer that from what is written? Can section 4 be interpreted similarly?

And if a member is not in good standing, must they be counted towards quorum?

Finally, in the absence of any language in the by-laws about dropping members who haven't paid their dues, is there any way to drop those members?

Thanks.

[Chris Harrison]

Bylaw interpretation is beyond this forum's scope. See RONR pp. 588-591 for some principles to help you all with the interpreting.

[rthib]

Badly worded.

As others state, your organization gets to decide what those mean.

But by stating that you are a member in good standing by doing x, one could argue that there are other classes of members.

So if you had a bylaw that said: Requires 2/3 of total membership. Someone could argue that it includes all members those in good standing and those not.

Would be easier just to have a definition for member, then all the other stuff is not necessary.

If you are a member you can vote, if you are not a member you can not vote.

But this is written like you want to have "members" who do not vote???

[David A Foulkes]

Section 4: A member in good standing shall be allowed one vote.

How many votes would a member get if they were not in good standing? 2 or 3, maybe?

[Guest Edgar]

Section 3: A member who has paid their annual dues shall be considered to be in good standing.

Do the by-laws need to explicitly state that a member would not be considered to be in good standing if they didn't pay their dues, or can we infer that from what is written?

I think that's a reasonable inference. So now you can go to your membership and tell them you found someone on the Internet who agrees with you (or disagrees with you, if that's the case).

[Josh Martin]

In the absence of an explicit assertion can a negative inference be applied?

Or, how would you interpret these by-laws:

Section 3: Dues are payable at the first meeting of the calendar year. A member who has paid their annual dues shall be considered to be in good standing.

Section 4: A member in good standing shall be allowed one vote.

Do the by-laws need to explicitly state that a member would not be considered to be in good standing if they didn't pay their dues, or can we infer that from what is written? Can section 4 be interpreted similarly?

It's up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

There's anything nothing in RONR which would suggest that the society can't interpret the Bylaws in the manner you have proposed.

And if a member is not in good standing, must they be counted towards quorum?

Members who are not eligible to vote do not count toward quorum. So if members who are not in good standing do not have a vote, no.

Finally, in the absence of any language in the by-laws about dropping members who haven't paid their dues, is there any way to drop those members?

If you have disciplinary procedures in your Bylaws, follow those. Otherwise, see Section 63 of RONR for disciplinary procedures.

EDIT: Variation on the not-hole corrected.

[Gary Novosielski]

There's anything in RONR which would suggest that the society can't interpret the Bylaws in the manner you have proposed.

Not-hole?

[Guest Jim]

At any meeting where this would come up, if your members in attendance did not all agree, the question would ordinarily fall to whoever is presiding to rule one way or the other, and any dissenting members present to then to decide whether to appeal that ruling.

Any disagreement among your membership as to how the bylaws should be interpreted is generally a sign warranting an amendment to your bylaws to remove the ambiguity.

If it may help either your interpretation of, or a future amendment to, your bylaws RONR 11th ed, p. 571, ll 28 ... provides that a section of your bylaws should also state

(3) the required fees and dues, the date(s) when payable (whether annually, semi-annually, quarterly etc.), the time and prescribed procedure for notifying members if they become delinquent in payment, and the date thereafter on which a member will be dropped for non-payment of dues. Before a member in arrears has been been dropped under such a provision, his voting rights cannot be suspended unless the bylaws so provide.

Your Section 4 makes no provision for grace, or for simple mistakes or oversight, or for members to restore their capacity to vote by rectifying any delinquency at the meeting, so I could foresee those as the basis why members might not all agree.

You might also double-check your state or provincial legislation, since I know of one that provides, in the case of non-profits, that until a member is actually dropped, "every member shall have the right to vote on all matters, notwithstanding any provision in the bylaws to the contrary."

[rthib]

Where this gets interesting is who gets to vote on deciding on who gets to vote?

[Josh Martin]

Not-hole?

Yes, thank you.

Where this gets interesting is who gets to vote on deciding on who gets to vote?

It depends on how this all plays out. Presumably, some of the members whose right to vote is in doubt will vote on a particular question. The chair will make a ruling on whether these members are, in fact, entitled to vote, either on his own initiative or in response to a Point of Order. The chair's ruling will determine who may vote on the Appeal, since the chair's ruling stands until it is overturned on appeal.