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In the "Interpreting Bylaws" topic re who can interpret bylaws meanings

Josh Martin provided a response that assumed a Board made an interpretation binding on a convention.: 

"If the board is granted "full power and authority over the affairs of the society between conventions" or the like (which seems extremely likely if the convention only meets once every three years), then the board may interpret the bylaws between meetings of the convention. This ruling could, of course, be overturned at a meeting of the convention.
 
I have a question adding to the above  scenario of a board granted "full power and authority over the affairs of the society between conventions" : Let's say the bylaws also state that Member X determines the legal intent of bylaws (Member X holds an officer position).  It is known that Member X is planning to interpret bylaws such that it affects who can qualify for other officer positions and how long their term will be, and is now making deals with others to use this power of interpretation.  The factual intent of the membership on officer terms does not match what Member X is planning. 
 
Can the Board suspend that bylaw that gives Member X that power over bylaws via the Board's 2/3 vote saying it involves interpretation of bylaws and is procedural in nature, as it is affecting convention election procedures, and then subsequently appoint a nominating committee with the Board's own instructions on how candidates for officer positions will be determined to qualify to run under the bylaws and how long their term lasts under the bylaws (based on the Board's own interpretations of meaning of bylaws) ?  
 
If this is permissible to suspend that bylaw , does the suspension of the bylaw last only for that Board meeting and Member X then automatically has the power of bylaw interpretation again at a convention where Member X could assert different interpretations (unless the bylaw is suspended again or changed)?
 

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If you simply assume that the bylaws a bylaw can't be suspended, you'll be right 99% of the time.

 

And if you assume that the board can't suspend a bylaw, that percentage might increase.

 

And note that the phrase used in RONR is "suspend the rules" (though, in very limited instances, the rule(s) could be part of the bylaws).

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In the "Interpreting Bylaws" topic re who can interpret bylaws meanings

Josh Martin provided a response that assumed a Board made an interpretation binding on a convention.: 

"If the board is granted "full power and authority over the affairs of the society between conventions" or the like (which seems extremely likely if the convention only meets once every three years), then the board may interpret the bylaws between meetings of the convention. This ruling could, of course, be overturned at a meeting of the convention.
 
I have a question adding to the above  scenario of a board granted "full power and authority over the affairs of the society between conventions" :
Let's say the bylaws also state that Member X determines the legal intent of bylaws (Member X holds an officer position).  
It is known that Member X is planning to interpret bylaws such that it affects who can qualify for other officer positions and how long their term will be, and is now making deals with others to use this power of interpretation.  The factual intent of the membership on officer terms does not match what Member X is planning. 
 
Can the Board suspend that bylaw that gives Member X that power over bylaws via the Board's 2/3 vote saying it involves interpretation of bylaws and is procedural in nature, as it is affecting convention election procedures, and then subsequently appoint a nominating committee with the Board's own instructions on how candidates for officer positions will be determined to qualify to run under the bylaws and how long their term lasts under the bylaws (based on the Board's own interpretations of meaning of bylaws) ?  
 
If this is permissible to suspend that bylaw , does the suspension of the bylaw last only for that Board meeting and Member X then automatically has the power of bylaw interpretation again at a convention where Member X could assert different interpretations (unless the bylaw is suspended again or changed)?

 

I don't see how a rule in the form, "X is empowered to do Y," can be suspended, as it is a rule which is not in the nature of a rule of order.

It is an administrative rule.

It is a rule which can be triggered outside of a meeting context.

 

E.g.

Assume a rule in the bylaws, "Secretary shall send birthday cards."

This is a rule in the format, "X is empowered to do Y."

If the Secretary executes this rule on a Sunday night at 2:00 a.m., then who is empowered to suspend the rule?

 

Remember, the suspension of a rule ends at adjournment.

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In official interpretation 2006-2 the administrative duties can be limited during the meeting.  So if the board makes rules governing

the convention on who can qualify for office and term lengths, during their board meeting, and after suspending that Member X's empowerment, in essence defining the meaning of bylaws (using  board's power and authority between conventions) then wouldn't the board's ruling take precedence over Member X later acts, as the Board acts in the name of the convention?

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That sounds really, really ugly to me.

 

A bylaw may not be suspended unless it is applicable only in a meeting (and even then, it might not be suspendable). For a silly example, a bylaw stating that "Only three of the four lights in the clubhouse may be on at once." cannot be suspended in a meeting, because it is applicable outside of a meeting. If the bylaw you wish to suspend is applicable even outside of a meeting context, then it cannot be suspended.

 

OI 2006-2 is very narrow in scope, and applies specifically to the duty of chairing a meeting. It should not be expanded in scope to anyone or any duty which is not a part of the assembly functioning in a meeting.

 

Without seeing your bylaws (and we do not do bylaw interpretation here), it is impossible for us to judge whether or not the rule is properly suspendable, or how it interacts with other provisions in your bylaws, or with procedural rules like the right of any member to appeal a ruling from the chair.

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In official interpretation 2006-2 the administrative duties can be limited during the meeting.  So if the board makes rules governing

the convention on who can qualify for office and term lengths, during their board meeting, and after suspending that Member X's empowerment, in essence defining the meaning of bylaws (using  board's power and authority between conventions) then wouldn't the board's ruling take precedence over Member X later acts, as the Board acts in the name of the convention?

 

No.

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re "unless it is applicable only in a meeting"  would this include rules on terms and elections,

since elections occur only in a meeting ?

No.  Terms and powers of office are not rules of order.  

 

The term "rules of order" are those rules that relate to the orderly conduct of business in a meeting.

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Let's say the bylaws also state that Member X determines the legal intent of bylaws (Member X holds an officer position). It is known that Member X is planning to interpret bylaws such that it affects who can qualify for other officer positions and how long their term will be, and is now making deals with others to use this power of interpretation. The factual intent of the membership on officer terms does not match what Member X is planning.

Can the Board suspend that bylaw that gives Member X that power over bylaws via the Board's 2/3 vote saying it involves interpretation of bylaws and is procedural in nature, as it is affecting convention election procedures, and then subsequently appoint a nominating committee with the Board's own instructions on how candidates for officer positions will be determined to qualify to run under the bylaws and how long their term lasts under the bylaws (based on the Board's own interpretations of meaning of bylaws) ?

If this is permissible to suspend that bylaw , does the suspension of the bylaw last only for that Board meeting and Member X then automatically has the power of bylaw interpretation again at a convention where Member X could assert different interpretations (unless the bylaw is suspended again or changed)?

Well, your bylaws unfortunately seem to grant this person the sole authority to interpret your bylaws, and I suspect his interpretation will be that the rule cannot be suspended. :)

Your bylaws also take precedence over RONR, so what I said on this subject elsewhere doesn't mean much for your organization. My recommendation is to amend the bylaws to remove this rule as soon as possible.

In official interpretation 2006-2 the administrative duties can be limited during the meeting.

Read OI 2006-2 a little bit closer. It provides that the President's authority to preside is in the nature of a rule of order and may therefore be suspended. It specifically states that his administrative authority as President cannot be suspended.

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I was trying to figure out a way to silence Member X prior to convention and waiting to change bylaws.

Suspend rules seemed a good choice if bylaw interpretation was procedural for the conduct of meetings, or

if bylaw interpretation arises out of a point of order or appeal.

Others here believe that outside a meeting interpretation can be done, which I'll have to think more about.  

Kind of like "If a tree falls in a forest and no one is around to hear it, does it make a sound?"

except changed to "If Member X interprets a bylaw outside a meeting and no one is around to make 

a point of order or appeal, was there a binding interpretation on the society?"

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I think I have good factual grounds for a complaint for removal (on another issue). 

In addition, this convention may be the one where everyone agrees to make removal

happen via election as Member X's plan is very much in disfavor.  I'm also going 

to have to submit a bylaws change since this power is too much for one member to have

(and temptation to abuse for one's own benefit, as extending others' terms would add supporters

to Member X for his other agenda items on the Board) .

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