Conflict of articles

[Guest Kevin]

What can be done if following an article in a constitution and by laws that conflicts with another article. One article states 2 weeks notice of a meeting and the next gives a fixed date for the meeting. How can the meeting be held without violating either article. 

[Rev Ed]

What can be done if following an article in a constitution and by laws that conflicts with another article. One article states 2 weeks notice of a meeting and the next gives a fixed date for the meeting. How can the meeting be held without violating either article. 

 

Ultimately it is up to the organization to interpret its own rules (see pages 588-591 of RONR.)  Although I do not see a conflict here.  Notice can still be sent out prior to the meeting.  Notice may include items such an appointment to fill a vacancy, other other items that require prior warning.  Plus, some organizations will attach a draft copy of the Minutes (and any other reports to be tabled at the meeting) and perhaps a proposed Agenda.

 

Others can likely provide a better distinction between the fixed date of a meeting versus providing notice of a meeting.

[Guest Nancy N.]

Guest Kevin, I don't see a conflict either.  Two weeks before the fixed date, send out the meeting notice saying that's the date.

 

It's not that simple, is it?  If The Edible One and I are on the same page, we must be on the wrong track.

 

[Edited to remove metaphors]

[Guest Kevin]

Its less then 2 weeks till the meeting date. To do the 14 day notification you have to move the meeting date. This they argue is also against the by laws. One of the articles violates the other in this case.

[Guest Edgar]

Its less then 2 weeks till the meeting date. To do the 14 day notification you have to move the meeting date. This they argue is also against the by laws. One of the articles violates the other in this case.

 

No, the two articles don't "violate" each other. It's simply too late to obey both rules. Better luck next month (or whenever the next meeting is scheduled).

[David A Foulkes]

What you might do to make everyone happy, and assuming your assembly has integrity, is to put out your 2 weeks notice for a meeting.  Hold the scheduled meeting as per the bylaws, and the only business you'll do there is to adopt a motion to Fix The Time To Which To Adjourn (RONR 11th ed., p. 242ff) and set the meeting to continue on the date as sent out in the notice.  Then, meet again on the date as established in the 2-week notice.

 

Then, as soon as you can, amend your bylaws to eliminate this problem.

[Guest Edgar]

 . . .  assuming your assembly has integrity . . .

 

I'm not sure that "integrity" is what's required. Perhaps a willingness to obey the spirit of the law, if not the letter of the law?

 

And I'm not sure that a rule that sets the date of a meeting and also requires a 14-day notice is necessarily a "problem". Unless you don't follow the rule.

[David A Foulkes]

The integrity to which I so obliquely referred was with regard to this: that at the bylaw-scheduled meeting, if a quorum was present, that the assembly would not take advantage and conduct business in the absence of some members who planned only to show up at the 2-week away meeting, and would instead continue the meeting to the 2-week date.

 

As it is, with two rules regarding the holding of meetings, both of which can not be adhered to now, it seems that at least one of the rules can't be followed, and thus, the "problem."

[Rev Ed]

Its less then 2 weeks till the meeting date. To do the 14 day notification you have to move the meeting date. This they argue is also against the by laws. One of the articles violates the other in this case.

 

Who is responsible for sending out the notice and why did the person not do so?  The two articles do not violate each other if the person responsible for sending out the notice does their job.

[Guest Edgar]

The integrity to which I so obliquely referred was with regard to this: that at the bylaw-scheduled meeting, if a quorum was present, that the assembly would not take advantage and conduct business in the absence of some members who planned only to show up at the 2-week away meeting, and would instead continue the meeting to the 2-week date.

 

I guess I'm still not sure how holding a meeting in violation of the required notice demonstrates integrity.

[Josh Martin]

Then, as soon as you can, amend your bylaws to eliminate this problem.

 

I don't think the bylaws themselves are the problem. The problem is with the society's officers (specifically, with the Secretary, unless the organization's rules give someone else the responsibility of sending out the call).

[David A Foulkes]

I don't think the bylaws themselves are the problem.

 

Agreed, in theory.  But this "loophole" allows for the OP's problem.  Wouldn't it just be easier to eliminate the bylaw requirement for notice, which would still allow for notice to be sent nonetheless, but could be done so at a week's time without "violating" the bylaws?  Just a suggestion to avoid troubles in the future, that's all.

[Timothy]

Agreed, in theory.  But this "loophole" allows for the OP's problem.  Wouldn't it just be easier to eliminate the bylaw requirement for notice, which still allows for notice to be sent nonetheless, but could be done so at a week's time without "violating" the bylaws?  Just a suggestion to avoid troubles in the future, that's all.

 

People being what we are, if the bylaws don't require a two-week notice to be sent, it won't be. And since the bylaws require a two-week notice, I suspect someone thought having at least two-weeks notice was needed and a one week notice was not acceptable.

[David A Foulkes]

People being what we are, if the bylaws don't require a two-week notice to be sent, it won't be. And since the bylaws require a two-week notice, I suspect someone thought having at least two-weeks notice was needed and a one week notice was not acceptable.

A good point.  Yet, Guest_Kevin still finds his way here to ask what to do now.  So......???

[George Mervosh]

If our original poster's group feels there is a conflict between the two rules -  "In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws."  RONR (11th ed.), p. 14

[Guest Edgar]

Guest_Kevin still finds his way here to ask what to do now.  So......???

 

There may be nothing to do now. They should do it right next time.

[Guest Edgar]

If our original poster's group feels there is a conflict between the two rules -  "In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws."  RONR (11th ed.), p. 14

 

That's a good point though it's not clear that we're not talking about a single document called the constitution and bylaws (per p.12, l.15)

 

What can be done if following an article in a constitution and by laws that conflicts with another article.

[David A Foulkes]

 

That's a good point though it's not clear that we're not talking about a single document called the constitution and bylaws (per p.12, l.15)

 

 

Or, if separate documents, whether these two rules are found one in each, or might be both in one or the other.

 

Guest_Kevin...... hel-LOOoooo???

[Rev Ed]

An amendment could be made to provide that notice be sent out at least one week prior to the meeting, and that notice may be made by e-mail.  That might help.

 

Otherwise, as I and others have indicated, the responsible officer should have sent out the notice.  That looks like the issue to me in this case.

[Guest Edgar]

An amendment could be made to provide that notice be sent out at least one week prior to the meeting, and that notice may be made by e-mail.  That might help.

 

If they can't follow a two-week rule, I'm not sure why you think a one-week rule would be any easier to follow. I'm also not sure why you think less notice would be better than more notice.

 

And if you're talking about making that amendment before the upcoming meeting (less than two weeks away), I'm not sure when they'd get to do that.

[Gary Novosielski]

If it's too late to send out a two-week notice, it's probably too late too late to provide notice of intent to change the bylaws.  But I agree there's no problem with the bylaws as written.  This was all pilot error, not any inherent contradiction.  The bylaws could easily have been obeyed, but they were not.

 

Unless...

 

...it were possible to construe the printing of a fixed date in the bylaws as "notice" of the meeting.  But that's straining the language a lot

[Timothy]

While it is up to the organization to interpret their bylaw (which we don't have anyway), for a fixed date in the bylaws to be in conflict with a requirement for two-weeks notice is to imply that the bylaws require the meeting to occur two-weeks after the notice is sent. If this is the case, it should probably be rewritten, but it the requirement is for the secretary to send notice of the meeting two-weeks before the meeting, I don't think this should be taken as a reason not to hold a meeting, since it would give the secretary more power to set the date of the meeting than the organization that adopted the bylaws.

[Guest Edgar]

 . . . it the requirement is for the secretary to send notice of the meeting two-weeks before the meeting, I don't think this should be taken as a reason not to hold a meeting, since it would give the secretary more power to set the date of the meeting than the organization that adopted the bylaws.

 

Are you saying that failure to provide the required notice is not sufficient for declaring a meeting illegitimate?

[Timothy]

Are you saying that failure to provide the required notice is not sufficient for declaring a meeting illegitimate?

 

It depends on the organization, but with some of the organizations I'm involved with, meeting places and times are set a year or even several years in advance. There are certain things in the constitution that are supposed to be done before each meeting, such as mailing out the written reports from the departments and the recommendations some number of weeks before the annual meeting. If that didn't happen, the meeting would still go on. The clerks might end up being replaced, but the meeting would still occur at the scheduled time.

[Guest Kevin]

This is in only one document. Two week notice has been sent out and the date will be after the fixed date set in the bylaws. What if this date is challenged as not following the bylaws?