DanielEHayes Posted March 14, 2015 at 09:30 AM Report Share Posted March 14, 2015 at 09:30 AM One of the organizations I belong to has some very "special" rules. One of the unusual things about these rules is that the quorum requirement is not found within the bylaws. The quorum requirement is found in the Special Rules. Is this even a valid placement? Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 14, 2015 at 11:27 AM Report Share Posted March 14, 2015 at 11:27 AM We need to know something more about this organization. What kind of an organization is it? Is it incorporated? Does it have a parent body to which it is subordinate? Link to comment Share on other sites More sharing options...
DanielEHayes Posted March 14, 2015 at 02:50 PM Author Report Share Posted March 14, 2015 at 02:50 PM It is a minor political party. It is not incorporated at the state level. The state affiliate is left autonomy except as provided in the national/parent bylaws. Link to comment Share on other sites More sharing options...
Richard Brown Posted March 14, 2015 at 03:23 PM Report Share Posted March 14, 2015 at 03:23 PM I am familiar with the organization Mr. Hayes is discussing and have a copy of the bylaws and "Special Rules". Regarding a quorum, the bylaws say: "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules." That is the extent of any mention of a quorum in the byalws. The relevant Special Rule provides as follows: "A quorum for any subsequent meeting of the XXXXXXX shall be three-eighths of the actual members of the XXXXXXX without regard to vacant positions and must include either the Chairman or Vice-Chairman, and the Secretary". I believe the question is whether having the quorum requirement in the Special Rules, rather than in the bylaws, is valid where the bylaws say that the quorum shall be as provided in the Special Rules. Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 14, 2015 at 03:34 PM Report Share Posted March 14, 2015 at 03:34 PM I believe the question is whether having the quorum requirement in the Special Rules, rather than in the bylaws, is valid where the bylaws say that the quorum shall be as provided in the Special Rules. Then the answer is easy - yes. Link to comment Share on other sites More sharing options...
DanielEHayes Posted March 15, 2015 at 01:17 AM Author Report Share Posted March 15, 2015 at 01:17 AM Then the answer is easy - yes.It's my understanding that a certain very well respected PRP from outside La. that has been published in NAP publications had a gander over a year ago at my organizations bylaws and declared that the quorum requirement was invalid because it was contained somewhere other than in the bylaws themselves. I think there might actually be an article floating out there somewhere saying as much that the gentleman had written prior to making that statement. I'd be interested to see if he chimes in and comments. Is it the statement Mr. Brown posted from the bylaws that make it acceptable, "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules." or is it some other reason? Link to comment Share on other sites More sharing options...
Josh Martin Posted March 15, 2015 at 02:49 AM Report Share Posted March 15, 2015 at 02:49 AM It's my understanding that a certain very well respected PRP from outside La. that has been published in NAP publications had a gander over a year ago at my organizations bylaws and declared that the quorum requirement was invalid because it was contained somewhere other than in the bylaws themselves. I think there might actually be an article floating out there somewhere saying as much that the gentleman had written prior to making that statement. I'd be interested to see if he chimes in and comments. Is it the statement Mr. Brown posted from the bylaws that make it acceptable, "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules." or is it some other reason? The question Mr. Brown asked is "whether having the quorum requirement in the Special Rules, rather than in the bylaws, is valid where the bylaws say that the quorum shall be as provided in the Special Rules." I concur with Mr. Honemann that the answer to this question is certainly "yes." It is not entirely clear to me, however, that the statement in your organization's bylaws that "The XXXX shall meet in the manner, times, and places prescribed in the Special Rules" means that the quorum requirement can be set in the special rules. Link to comment Share on other sites More sharing options...
Richard Brown Posted March 15, 2015 at 03:29 AM Report Share Posted March 15, 2015 at 03:29 AM The question Mr. Brown asked is "whether having the quorum requirement in the Special Rules, rather than in the bylaws, is valid where the bylaws say that the quorum shall be as provided in the Special Rules." I concur with Mr. Honemann that the answer to this question is certainly "yes." It is not entirely clear to me, however, that the statement in your organization's bylaws that "The XXXX shall meet in the manner, times, and places prescribed in the Special Rules" means that the quorum requirement can be set in the special rules.Very good point, Josh. I think that's a key issue. The bylaws make no mention whatsoever of a quorum. There is no heading or subheading referencing the quorum. The closest reference in the bylaws to a quorum requirement is the provision I quoted verbatim which says "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules". The Special Rules, which were drafted at the same time as the bylaws, then specify the quorum requirement. I believe, as Dan Honemann said, that if the bylaws say that "the quorum shall be as provided in the Special Rules", that should be sufficient for a quorum requirement that is in the Special Rules, rather than in the bylaws, to be valid. The question, though, becomes whether the language used in the bylaws, "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules" is sufficient to authorize the quorum requirement to be in the Special Rules rather than in the Bylaws. If not, the quorum requirement would revert to the default "majority of the entire membership" as provided on page 21 of RONR, correct? (RONR is the parliamentary authority). Since the Special Rules, which were drafted at the same time as the Bylaws, do address the quorum requirement, it seems to me that the drafters intended that the quorum requirement would be provided in the Special Rules. The question is whether the language used in the bylaws actually authorizes this. Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 15, 2015 at 10:56 AM Report Share Posted March 15, 2015 at 10:56 AM Very good point, Josh. I think that's a key issue. The bylaws make no mention whatsoever of a quorum. There is no heading or subheading referencing the quorum. The closest reference in the bylaws to a quorum requirement is the provision I quoted verbatim which says "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules". The Special Rules, which were drafted at the same time as the bylaws, then specify the quorum requirement. I believe, as Dan Honemann said, that if the bylaws say that "the quorum shall be as provided in the Special Rules", that should be sufficient for a quorum requirement that is in the Special Rules, rather than in the bylaws, to be valid. The question, though, becomes whether the language used in the bylaws, "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules" is sufficient to authorize the quorum requirement to be in the Special Rules rather than in the Bylaws. If not, the quorum requirement would revert to the default "majority of the entire membership" as provided on page 21 of RONR, correct? (RONR is the parliamentary authority). Since the Special Rules, which were drafted at the same time as the Bylaws, do address the quorum requirement, it seems to me that the drafters intended that the quorum requirement would be provided in the Special Rules. The question is whether the language used in the bylaws actually authorizes this. Since the question posed here requires a determination of the meaning of the governing documents of a particular organization, the opinion of any knowledgeable person who is intimately familiar with all of the relevant facts is going to be worth more than mine. It appears that the preliminary questions I asked in post #2 have been answered, but, of course, more come to mind and I don't think it is feasible to attempt to discover all of the relevant facts here in this forum. Based solely upon what has been posted, however, it does seem to me to be reasonable to conclude that "The XXXXXXX shall meet in the manner, times, and places prescribed in the Special Rules" was intended to, and is sufficient to, authorize the quorum requirement to be in the Special Rules rather than in the Bylaws. I gather that these Bylaws and Special Rules were drafted at the same time by the same people, and I assume that they were both adopted at the same time. The Bylaws say that the membership is to meet in the "manner" prescribed in the Special Rules, and based upon the facts at hand I think that it is not at all unreasonable to conclude that the word "manner" was intended to be interpreted broadly enough to include specification of the number of members that must be present in order to transact business. Link to comment Share on other sites More sharing options...
DanielEHayes Posted March 15, 2015 at 11:58 AM Author Report Share Posted March 15, 2015 at 11:58 AM It is not entirely clear to me, however, that the statement in your organization's bylaws that "The XXXX shall meet in the manner, times, and places prescribed in the Special Rules" means that the quorum requirement can be set in the special rules.I think I have to agree that it is not entirely clear from that statement, its yet another example of poor drafting that leaves things open to interpretation. I think meeting in the manner prescribed in the special rules COULD be interpretted to mean quorum requirements, but there's the rub, it doesn't flat out say quorum.That then leaves people that think "RRO(I wrote it that way for a reason) sucks!" attempting to interpret bylaws. Try getting them to interpret anything."Well I feel this means this because of that, I think."."But have you read RONR(11th ed.),p.588-91, on the Principles of Interpretation?". "Me? HECK NO! I Don't even own a copy of the RRO book! I don't need that, I feel like I know what I think and I don't need that. I don't like rules." . YEAH! It's fun...If I could post a Meme here, I would insert the Che Gueverra Meme a friend made that said "We'll make the bylaws up as we go along." Link to comment Share on other sites More sharing options...
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