Interpreting bylaws

[helphelpme]

I am the chair of an executive board of an organization.  A past chair is indicating that she feels we are in violation of a bylaw and also wants to know "who" was interpreting it the way that we communicated to the general membership.  

 

1) Who's "job" is it to interpret bylaws when there is a question about the intent of the bylaw?  Our bylaws are only voted on at our annual convention. We do have a parliamentarian.

2) I, as chair interpreted the bylaw below ( to mean that the individual members would incur a late fees if their money isn't in on time.  The argument I am facing is that this past chair says that this fee was never intended to punish everyone and that it doesn't say that the individual members should pay the fee and that the association should just incur the late fee ($10) once regardless of # of members in chapter.  My rationale is that the first part states that dues are paid by members.  so if 1 members is late they have the $10/month fee to pay and if you have 2 late people they have to pay $20 total each per month.

 

 

Here is what our bylaws indicate:  

Membership fees for all members are as follows:

a.   Non-refundable annual dues of $60 shall be payable to the Treasurer by members.

b.   Annual membership dues shall be payable on May 1 to the Treasurer.  When fees become delinquent the association will automatically be placed on probation.  When fees become more than 60 days in arrears a service fee of $5.00 may be added each month until they are paid.

 

3.  Also, this same person is indicating that they want to see where in the bylaws does it say that associations cannot ask and receive extensions on reporting that they have to do.  She says that the ability to request a 30 days extension has been there for over 30 years. In our bylaws, following the list of the required report is the following line:

"When reports become delinquent the association will automatically be placed on probation."  That line was actually added in 15 years ago to state at automatic probation would be enforced if reports not turned in on time.  Now, my rationale here is that the bylaws already indicate that they are automatically on probation, so how can we then give them an extension if the bylaws (our highest authority) state it is automatic probation.

[jstackpo]

Your first question is answered on p. 588 of RONR:  The association has the ultimate authority to interpret bylaws (or figure out what they really mean), not any one or any group of individual members.

 

After you read that page, you'll see that we here aren't in the interpretation of bylaws business  --  we aren't members.   We help with RONR, which is quite enough, thank you.

[Hieu H. Huynh]

Who's "job" is it to interpret bylaws when there is a question about the intent of the bylaw?  

 

It is up to your organization to interpret its bylaws. At a meeting, the member could raise a point of order on what she feels is a violation of a bylaw. You, as chair, would rule on that point of order on whether it is "well taken" or "not well taken", stating briefly your reasons. Any two members can "appeal from the decision of the chair". Then the assembly makes the final decision.

[Richard Brown]

It is up to your organization to interpret its bylaws. At a meeting, the member could raise a point of order on what she feels is a violation of a bylaw. You, as chair, would rule on that point of order on whether it is "well taken" or "not well taken", stating briefly your reasons. Any two members can "appeal from the decision of the chair". Then the assembly makes the final decision.

I agree in part with Hieu and disagree in part.  It is ultimately up to the organization to interpret its bylaws.... once an issue of interpretation reaches the assembly.  Until then, just as in meetings, it is the job of the president (or the chair) to interpret the rules and bylaws.  The parliamentarians job is simply to advise the chair and the organizations on matters of parliamentary procedure. The parliamentarian does not rule on anything.  His opinion is advisory only.

 

If two people in the organization disagree with the ruling (interpretation) by the chair, they can appeal his ruling to the assembly.  The chair can also submit the question to the assembly if he is unsure or doesn't want to make the decision on his own.

 

Any two members can also submit the matter directly to the assembly by way of a motion to determine the meaning of a bylaw provision.

 

Now, having said that, I have a bigger problem/question:  I get the impression from the original post that this is perhaps a national, statewide or regional organization of local units and that the term "members" as used in the bylaws applies not just to individual members, but to the constituent member units, chapters or associations.  I say this because of the sentence in the quoted bylaws that says "When fees become delinquent the association will automatically be placed on probation."

 

That language suggests to me that perhaps the local unit, or association, is being charged the late fee and is placed on probation if not paid timely.  It looks like the term "member" is being used interchangeably to apply to both individual members and to units or associations as members of a larger body.

 

Guest helphelpme, can you clarify this for us?

[Josh Martin]

Any two members can also submit the matter directly to the assembly by way of a motion to determine the meaning of a bylaw provision.

No, I don't think so.

[Sean Hunt]

No, I don't think so.

 

 

Why not?

[Richard Brown]

Why not?

I have the same question Sean does:  Why not?

 

Wouldn't a motion be in order "that the assembly hereby determine that the meaning of bylaw provision No X.YZ re late fees is that no late fee shall be assessed against individual members."?   (or that it be assessed.  Or whatever).  It would take someone to make the motion and someone to second it. 

 

What are Sean and I missing?

[Josh Martin]

I have the same question Sean does: Why not?

Wouldn't a motion be in order "that the assembly hereby determine that the meaning of bylaw provision No X.YZ re late fees is that no late fee shall be assessed against individual members."? (or that it be assessed. Or whatever). It would take someone to make the motion and someone to second it.

What are Sean and I missing?

In my opinion, such a motion is in order, but it is merely a "sense of the assembly" resolution. It does not have the same precedential effect as a Point of Order or Appeal.

There is a much longer discussion on this topic somewhere, but so far I haven't had any luck finding it.

[Richard Brown]

In my opinion, such a motion is in order, but it is merely a "sense of the assembly" resolution. It does not have the same precedential effect as a Point of Order or Appeal.

There is a much longer discussion on this topic somewhere, but so far I haven't had any luck finding it.

Doesn't the language in RONR starting at line 25 on page 588 and going through line 3 on page 589 indicate that such a motion or resolution is in order and is binding?  There is nothing there about having to first make a point of order or of the chair first having to rule.  But, the cited provision does say that "a majority vote is all that is required to decide the question".

 

It is also my understanding that the chair himself, if in doubt, may put the question to the assembly for a decision without first ruling on it himself.  

 

I see no requirement that there be a point of order and a ruling before the assembly can decide the meaning of an ambiguous bylaw provision.

[jstackpo]

Doesn't the language in RONR starting at line 25 on page 588 and going through line 3 on page 589 indicate that such a motion or resolution is in order and is binding?  There is nothing there about having to first make a point of order or of the chair first having to rule.  But, the cited provision does say that "a majority vote is all that is required to decide the question".

 

Well..., a motion "to decide the question [of the 'meaning' of the bylaw provision]"  could get you into a quagmire of "it means this", "no it means that" , "no, the other", and on and on, debate and amendments to the "It means this:..." motion.

 

When the question of "meaning" is posed in terms of a point of order related to some specific action  --"is it in order?" "Yes or no?" you have a clear binary choice.  Granted this point of order question may very well not resolve all the facets of possible meaning of a poorly written bylaw provision, but it at least settles the question at hand right away.   Other "meanings" can be dealt with later on with more points of order (as issues come up) or, better, by rewriting the bylaw(s) in question.

[George Mervosh]

I agree with Josh and John.  Without an underlying set of facts, how is the assembly supposed to make a binding decision based on a hypothetical, especially when a factual situation may bring other parts of the bylaws into play as well?

 

Edit - and I agree with Mr. Huynh, who answered this initially. 

[Edgar Guest]

Edit - and I agree with Mr. Huynh, who answered this initially. 

 

Initially?

 

And Mr. Stackpole (post #2) is what, chopped liver? [insert smiley face here if you find them comforting]

[George Mervosh]

Initially?

 

And Mr. Stackpole (post #2) is what, chopped liver? [insert smiley face here if you find them comforting]

 

Dr. Stackpole is never chopped liver but Mr Huynh advised the OP what the proper procedure was for getting to that interpretation.

[Edgar Guest]

Dr. Stackpole is never chopped liver but Mr Huynh advised the OP what the proper procedure was for getting to that interpretation.

 

Perhaps. But it wasn't the initial answer. [insert grumpy face here]

[jstackpo]

I consider my honor properly defended.  Thank you.

[jstackpo]

And besides, I like liver pate.

[Richard Brown]

You are all dancing around the singular question of whether it is in order for the society to interpret an ambiguous bylaw provision by means of an ordinary motion to interpret said provision.  Narrow the question to be decided if you want to, but my position is that a motion by one member with a second by another member for the society to determine whether a bylaw provision means that ordinary members who are delinquent must be fined (or an interpretation of any other bylaw provision) would be in order and would be binding.... not merely advisory.... on the society unless and until said interpretation is properly rescinded or amended  (or the bylaw provision changed).

 

Josh first said such a motion is not permissible and then later said it would be advisory only as a "sense of the assembly" statement.   I disagree.  It might not be the way most of us would prefer to do it, but I see nothing in RONR that prohibits that approach.  If any of you know of such a provision, please cite it.   All of these "what ifs" and "it might be difficult to be clear" don't have any bearing on whether such a motion is permissible.  Those points address the advisability of such a motion, but not its validity.  The provisions in RONR that I cited indicate to me that such a motion is in order.

[Edgar Guest]

Josh first said such a motion is not permissible and then later said it would be advisory only as a "sense of the assembly" statement.   I disagree. 

 

I, too, sometimes disagree with Mr. Martin ("Josh" to you) but, more often than not, I end up wishing I hadn't.

 

In any case, I don't disagree with him on this question. I believe it has been hashed (and re-hashed) on this forum before.

[jstackpo]

I believe it has been hashed (and re-hashed) on this forum before.

 

I thought we were taking about pate.

 

[Edgar Guest]

I thought we were taking about pate.

 

Do you mean paté?

 

Anyway, it's all hash.

 

Or worse, re-hash.

[jstackpo]

How did you generate the acute accent?

[Edgar Guest]

How did you generate the acute accent?

 

Well, the easy way is just to "copy and paste".

 

The sophisticated (?) way is to use your numeric keypad. Hold down the ALT key and type 130. This method won't work with the numeric keys on the top row.

 

Before you know it you'll be calling The Wrathful One, "garçon". That's ALT plus 135.

 

Edited to add: I'm living in an increasingly archaic Windows XP environment. Your rules may vary.

[Gary Novosielski]

You are all dancing around the singular question of whether it is in order for the society to interpret an ambiguous bylaw provision by means of an ordinary motion to interpret said provision.  Narrow the question to be decided if you want to, but my position is that a motion by one member with a second by another member for the society to determine whether a bylaw provision means that ordinary members who are delinquent must be fined (or an interpretation of any other bylaw provision) would be in order and would be binding.... not merely advisory.... on the society unless and until said interpretation is properly rescinded or amended  (or the bylaw provision changed).

 

Josh first said such a motion is not permissible and then later said it would be advisory only as a "sense of the assembly" statement.   I disagree.  It might not be the way most of us would prefer to do it, but I see nothing in RONR that prohibits that approach.  If any of you know of such a provision, please cite it.   All of these "what ifs" and "it might be difficult to be clear" don't have any bearing on whether such a motion is permissible.  Those points address the advisability of such a motion, but not its validity.  The provisions in RONR that I cited indicate to me that such a motion is in order.

 

What you are describing is a way to effectively amend the bylaws by a majority vote without notice, when the proper threshold might be much higher.  

 

If the assembly wishes to clarify the meaning of an ambiguous bylaws rule, outside of the context of a specific Point of Oder, the proper course is to amend the language to remove the ambiguity, under the applicable rules for such amendments.

[Guest Guest]

Looks like you all were having a good time discussing food ...

 

Back to my post... for our purposes, a member is an individual person within a local association of a national organization... each member is required to pay dues, that is each PERSON.  They pay their dues to their local treasurer and that person submits all of the dues together.  If the group/treasurer doesn't pay dues by deadline, the whole group is placed on probation.  

 

The fee is the question here about who it should be applied to (each person or 1 fee for the group).  The question is about interpreting the bylaw...as chair, I see it that if a member (person) is responsible for paying their own dues, then if their dues are late, than that person should be the one that pays the late fees, not the association itself.  The association as a group gets put on probation if it doesn't submit dues by the deadline.  Probation terms impact the group as a whole. 

 

The past chair (from a few years ago) is stating that I am violating a bylaw by saying that each person is responsible for late fees because it should be applied to the group as whole.

[Guest Guest]

I agree in part with Hieu and disagree in part.  It is ultimately up to the organization to interpret its bylaws.... once an issue of interpretation reaches the assembly.  Until then, just as in meetings, it is the job of the president (or the chair) to interpret the rules and bylaws.  The parliamentarians job is simply to advise the chair and the organizations on matters of parliamentary procedure. The parliamentarian does not rule on anything.  His opinion is advisory only.

 

If two people in the organization disagree with the ruling (interpretation) by the chair, they can appeal his ruling to the assembly.  The chair can also submit the question to the assembly if he is unsure or doesn't want to make the decision on his own.

 

Any two members can also submit the matter directly to the assembly by way of a motion to determine the meaning of a bylaw provision.

 

 

 

Is there a reference in Robert's Rules that I can direct someone to that indicates that it is the job of the pres/chair to interpret rules/bylaws...

 

Also, if the bylaw that I am looking impacts the full organization, who is considered the assembly?  Conventions are not but every 3 years and that is where the bylaws can be changed by the delegates.