New Secretary Posted January 22, 2015 at 10:08 PM Report Share Posted January 22, 2015 at 10:08 PM A generally inartfully drafted set of bylaws for a fraternal building association provides for four Officers—President, 1st and 2nd Vice-Presidents, and Secretary/Clerk. A Facility Manager, who need not be a member of the organization, but who is elected by the full thirty-member body, is also provided for. The bylaws further provide for: 1) Executive Committee consisting of all four Officers and three members elected separately by the full body2) Finance Committee consisting of President, Secretary, First Vice President, Facility Manager, and three members elected separately by the full body3) Charities & Legacies Committee consisting of President, Secretary, and three members elected separately by the full body The question has come up as to whether the Second Vice-President can serve as an elected member of the Finance or C&L Committees in view of the following provision: “The four Officers of President, First Vice-President, Second Vice-President, and Secretary may not hold any additional elected or appointed office of the Association during their respective term.” If it matters, there is no provision within the bylaws for any Rules of Order governing the admimistration of the body beyond the bylaws theselves. (And these are our newly adopted bylaws. . . adopted a month after I was appointed a Trustee) Any thoughts appreciated. Thanks much Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 10:30 PM Report Share Posted January 22, 2015 at 10:30 PM The question has come up as to whether the Second Vice-President can serve as an elected member of the Finance or C&L Committees in view of the following provision: “The four Officers of President, First Vice-President, Second Vice-President, and Secretary may not hold any additional elected or appointed office of the Association during their respective term.” Why would you think the answer wouldn't be "no"? Link to comment Share on other sites More sharing options...
New Secretary Posted January 22, 2015 at 10:55 PM Author Report Share Posted January 22, 2015 at 10:55 PM I think (and hope...) that he CAN serve on the other committees, as I think that a committee position is not an elected or appointed office, thus not falling within the prohibition. While I consider myself to have at least a fair understanding of the English language, I have no particularly strong acquaintance with what some might consider to be the arcane use of the language in these matters. And more to the point, a colleague playing Devil’s Advocate in the matter has raised the prohibition issue with me, seeking my opinion. I’m looking for a little positive reinforcement—if there is any to be had—before we decide on the next step. Of course, I could always be wrong, and he IS prohibited. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 22, 2015 at 11:03 PM Report Share Posted January 22, 2015 at 11:03 PM ... I think that a committee position is not an elected or appointed office... If someone is neither elected nor appointed to a committee, what other way is there to get on that committee? Ultimately, it will be up to your organization to interpret your bylaws. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 11:20 PM Report Share Posted January 22, 2015 at 11:20 PM If someone is neither elected nor appointed to a committee, what other way is there to get on that committee? Well, there's the ex-officio way but that's already covered. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 11:21 PM Report Share Posted January 22, 2015 at 11:21 PM I think that a committee position is not an elected or appointed office, thus not falling within the prohibition. But your bylaws refer to elected members of the committees. If the four officers aren't ex-officio members of a committee, they can't be on the committee. Link to comment Share on other sites More sharing options...
New Secretary Posted January 23, 2015 at 12:05 AM Author Report Share Posted January 23, 2015 at 12:05 AM One might argue that the four Offices described by me previously above, and as outlined in the bylaws article entitled “Officers”, are the only "offices" that the prohibition refers to as not being able to be held simultaneously by those four Officers. So the President or a Vice-President cannot also serve as Secretary at the same time. And that an elected committee position is not therefore, for the purposes of the prohibition, an office, held by an officer of the body (unless he otherwise happens to be an officer), but rather, something other than an officer, notwithstanding that he might have been elected to the position. I suppose the argument, if it has any traction at all, might have more of it if the word “office” in the prohibition term “additional . . . office” were capitalized. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 23, 2015 at 12:13 AM Report Share Posted January 23, 2015 at 12:13 AM The question has come up as to whether the Second Vice-President can serve as an elected member of the Finance or C&L Committees in view of the following provision:“The four Officers of President, First Vice-President, Second Vice-President, and Secretary may not hold any additional elected or appointed office of the Association during their respective term.”It will ultimately be up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. It seems to me the key is whether membership on these committees is viewed as an "office." I could see reasonable arguments either way.In the long run, it would be best to clarify the bylaws. If the intent (as you suggest) is that no member can serve in more than one officer position, it would be best to explicitly state as much.But your bylaws refer to elected members of the committees.If the four officers aren't ex-officio members of a committee, they can't be on the committee.I don't think the question here is over the meaning of the words "elected" or "appointed," but over the meaning of the word "office." A committee member is not an officer of a society, in the sense RONR (or most bylaws) uses the term. The meaning of the term office is not as clearly defined. I believe a person can hold an office without necessarily being an officer, but it is not entirely clear to me whether membership on a committee constitutes an office. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 23, 2015 at 12:19 AM Report Share Posted January 23, 2015 at 12:19 AM I believe a person can hold an office without necessarily being an officer . . . So do I. And I think the common-sense intent of the bylaw is clear. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 23, 2015 at 12:21 AM Report Share Posted January 23, 2015 at 12:21 AM So do I. And I think the common-sense intent of the bylaw is clear.It seems ambiguous to me. I can see a reasonable argument that the bylaw is intended to prevent officers (except those named as ex-officio members) from serving on the committees in question, but I can also see a reasonable argument that it is only intended to prevent one member from serving in multiple officer positions - such as serving as 2nd Vice President and Secretary. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 23, 2015 at 12:25 AM Report Share Posted January 23, 2015 at 12:25 AM It seems ambiguous to me. I can see a reasonable argument that the bylaw is intended to prevent officers (except those named as ex-officio members) from serving on the committees in question, but I can also see a reasonable argument that it is only intended to prevent one member from serving in multiple officer positions - such as serving as 2nd Vice President and Secretary. And if you had to choose one . . . ? Link to comment Share on other sites More sharing options...
New Secretary Posted January 23, 2015 at 12:41 AM Author Report Share Posted January 23, 2015 at 12:41 AM Edgar--What do you think that the common-sense intent is? The bylaws themselves provide for the ex-officio holding of committee assignments by officers above and beyond what I have read in the very few sets of bylaws that I have ever dealt with—that is, the common provision that the President is a member of every committee. So, are we to make of the ex-officio assignment provisions that said assignments are expected to be the only method for an Officer to serve on a committee, and that the prohibition is meant to reinforce that stricture? Or are we to make of it that the Second Vice-President can get elected to a committee position notwithstanding the not-fully-clear, less than bullet-proof prohibition, because the bylaws otherwise provide for Officers to sit on committees ex-officio, so why not, too, by election? Or lastly, and I suppose most likely, are we to fight it out amongst ourselves, with each side taking a position that comports with their view of whether they want the guy on the committee or not? Thank you all for your input. I guess it's time to read up on Principles of Interpretation. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 23, 2015 at 01:27 AM Report Share Posted January 23, 2015 at 01:27 AM I agree with Josh Martin's analysis and I agree that a resolution of this ultimately requires an interpretation of this organization's bylaws, something we cannot do. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 23, 2015 at 01:40 AM Report Share Posted January 23, 2015 at 01:40 AM Edgar--What do you think that the common-sense intent is? I think the common-sense intent is to limit the additional positions that the four officers can hold to the ex-officio positions delineated in the bylaws. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 23, 2015 at 01:41 AM Report Share Posted January 23, 2015 at 01:41 AM I agree with Josh Martin's analysis and I agree that a resolution of this ultimately requires an interpretation of this organization's bylaws, something we cannot do. Let's assume there's nothing else in the bylaws that would clarify this question. If you were the parliamentarian advising the chair, what would your advice be? Link to comment Share on other sites More sharing options...
Josh Martin Posted January 23, 2015 at 02:21 AM Report Share Posted January 23, 2015 at 02:21 AM Let's assume there's nothing else in the bylaws that would clarify this question. If you were the parliamentarian advising the chair, what would your advice be? That the 2nd Vice President is eligible to serve on the committees in question. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 23, 2015 at 03:14 AM Report Share Posted January 23, 2015 at 03:14 AM ... If it matters, there is no provision within the bylaws for any Rules of Order governing the [administration] of the body beyond the bylaws [themselves]... Perhaps your organization could amend your bylaws to adopt RONR as your parliamentary authority. See this link on how to do so. And while amending your bylaws, perhaps the ambiguity in question could also be amended. Link to comment Share on other sites More sharing options...
Rev Ed Posted January 23, 2015 at 03:31 AM Report Share Posted January 23, 2015 at 03:31 AM It is up to the organization to interpret its own By-laws, Rules, and Constitution. However, if I were a member of the organization, I would argue that the clause is to be defined as holding two positions simultaneously on the Board. However, I am not a member, so my opinion does not matter. Link to comment Share on other sites More sharing options...
New Secretary Posted January 23, 2015 at 11:39 AM Author Report Share Posted January 23, 2015 at 11:39 AM Again, thank you all. When I became one of the thirty trustees 18 months ago, the re-drafting of the bylaws for the first time since the early 1950s was almost complete. I saw that they were full of holes—although the provision we have been discussing did not jump out at me as the issue it has become. Because it is a congenial group by nature, a newcomer making suggestions when I got there was politely tolerated, but only just. We did fix a couple of glaring contradictions before final adoption. But because we sometimes struggle to even make quorum, the group is happy that folks are willing “to step-up”. My guess is that nothing will happen, and we will muddle through for another 50 years or more. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 23, 2015 at 06:13 PM Report Share Posted January 23, 2015 at 06:13 PM If someone is neither elected nor appointed to a committee, what other way is there to get on that committee? Ultimately, it will be up to your organization to interpret your bylaws.I don't think that the question is how they get on, but whether the term "office" should be construed to include membership on a committee. I don't think it commonly would be.. Link to comment Share on other sites More sharing options...
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