Interpretation of ByLaws

[Guest Chad]

What is the proper way to resolve the issue of disagreement by board members of an organization on the interpretation of bylaws that govern the organization? 

[Rev Ed]

If the By-laws are clear, there is no disagreement.  If there is something ambiguous in the By-laws, then it it up to the organization to interpret the By-laws.  But the obvious way to handle the issue is for a majority of directors to make a decision and then for the organization to start the process to amend the By-laws to make the By-laws clear.

[Guest Edgar]

Well, it's probably not up to the board to make the final interpretion, it's usually up to the general membership.

 

When something is done that you think violates the bylaws (as you understand them),raise a point of order. The chair will rule on your point of order. His ruling can be appealed. The assembly (the members present) will decide who's right.

 

If you want to be more proactive, propose an amendment to the bylaws to reconcile the percieved ambiguity.

[Guest Edgar]

And, of course, that would be "perceived".

[chgibbons]

thanks for the quick responses.  The issue I'm dealing with is a proposed amendment to the by-laws which refers to another provision in the same by-laws.  As we were voting on the amendment, some board members raised the point that the other provision by which the amendment was referring was ambiguous.  But I'm assuming that even with the raised ambiguity, the fact that we received the necessary votes for the motion to amend (in this case two-thirds), the motion still passes.  

 

make sense?

[Josh Martin]

thanks for the quick responses.  The issue I'm dealing with is a proposed amendment to the by-laws which refers to another provision in the same by-laws.  As we were voting on the amendment, some board members raised the point that the other provision by which the amendment was referring was ambiguous.  But I'm assuming that even with the raised ambiguity, the fact that we received the necessary votes for the motion to amend (in this case two-thirds), the motion still passes.  

 

make sense?

 

Yes. If the amendment was properly adopted, it is valid notwithstanding that your bylaws are ambiguous. As noted, if this becomes an issue in the future a member may raise a Point of Order, followed by an Appeal if necessary, although the best solution would be to amend the bylaws so that they are no longer ambiguous.