Interpretation of a Bylaws of Item in Parenthesis

[Guest mariam]

1.  The May 2014 Bylaws state,

 

Article III, 2, "Annual elections via popular vote will determine who will fill the seven (7) at-large seats on the Residents Council.

Article IV, 5: "The minimum number of Council Members who must be present at a Council meeting for business to be legally transacted (“the Quorum”) is one (1) Council Member more than half the current membership (5 Members).”

 

2.  After the election of 7 members, 3 members unexpectedly resigned
leaving 4 members. Roberts Rules of Order is the Parliamentary authority of our Residents Council. 

 

Roberts Rules of Order states in Section 56 Article IX, 1) (pg. 588) , “...each society decides for itself the meaning of its bylaws….if a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined.”

 

We, the current Council of 3 members have held that IAW RRO Section  56 Article IX, 1) that we have, and have had, a bona fide legal and legitimate quorum as long as we had 3 members at each meeting--which we have had.

 

In other words we interpreted the "(5 members)" in parenthesis to be interpreted to be the required quorum when the Council had 7 members.  We did not interpret this to mean that absolutely at all times 5 members were required for a quorum.

Question:  Would you object to this interpretation or advise that our interpretation was an erroneous and/or illegal interpretation?  Would you read in the "(5 Members) that is set off in parenthesis" that absolutely at all times 5 members are required for a quorum for the Council or would the fact that the (5 members) is in parenthesis and referring to a 7 member council matter? We have been a very productive Council bringing transparency and accountability to the management of our residence. Now our management is trying to dissolve our Council and call a special mid-year election stating that with 3 members we do not have a quorum.  She is using the "(5 members)" in the May 2014 Bylaws to justify her call for a special election.

 

 (Note: We have since amended the bylaws to state the council shall have a minimum of 3 members but we amended the bylaws on the premise that our quorum of 3 members  held legal and authoritative legitimacy and was consistent with our RRO Section 56 Article IX, 1) interpretation that the "(5 Members)" referred to a 7 member council.)

Please kindly help us. Your response will help us fight management's call for a mid-year special election to put our council out of operation, which has been working to effect good changes for the sick, elderly and disabled veteran-residents our council represents.

 

Thank you.

 

Maria M.

[Gödel Fan]

I would say, as you did, that only your organization can interpret ambiguous provisions in your bylaws.  

[Guest Curious]

 

Now our management is trying to dissolve our Council and call a special mid-year election stating that with 3 members we do not have a quorum.  She is using the "(5 members)" in the May 2014 Bylaws to justify her call for a special election.

 

Who is this "management"? Is she a member of your organization? Does she have some magic power to dissolve your council and call for a special election?

[Josh Martin]

In other words we interpreted the "(5 members)" in parenthesis to be interpreted to be the required quorum when the Council had 7 members. We did not interpret this to mean that absolutely at all times 5 members were required for a quorum.Question: Would you object to this interpretation or advise that our interpretation was an erroneous and/or illegal interpretation? Would you read in the "(5 Members) that is set off in parenthesis" that absolutely at all times 5 members are required for a quorum for the Council or would the fact that the (5 members) is in parenthesis and referring to a 7 member council matter? We have been a very productive Council bringing transparency and accountability to the management of our residence. Now our management is trying to dissolve our Council and call a special mid-year election stating that with 3 members we do not have a quorum. She is using the "(5 members)" in the May 2014 Bylaws to justify her call for a special election.

Based on the facts provided, I am inclined to agree with the board's interpretation of its rules that the "five members" is just a parenthetical explanation of the number of members required when the council has all seven positions filled and is not intended to completely override the rest of the sentence, which provides that the quorum is one more than one-half of the current membership.

Additionally, whether or not the board's interpretation is correct, the management has no authority to overrule the board's interpretation, "dissolve" the council, or call for a special election unless the bylaws grant her this authority.

With all that said, however, the three vacancies should be filled as soon as possible.

[Bruce Lages]

Look at it this way - if the intent of that bylaw provision was to just establish a fixed quorum of five members, then what would be the point of including the language about 'one council member more than half the current membership'?  Based on the "presumption that nothing has been placed in the bylaws without some reason for it" (RONR, 11th ed. p. 589, l.35 - p. 590, l.1), I also agree with the board's interpretation.

[g40]

Note that the RONR definition of a "majority" is more than half. You might consider whether you really want to keep the half plus one standard.

[Shmuel Gerber]

Look at it this way - if the intent of that bylaw provision was to just establish a fixed quorum of five members, then what would be the point of including the language about 'one council member more than half the current membership'?  Based on the "presumption that nothing has been placed in the bylaws without some reason for it" (RONR, 11th ed. p. 589, l.35 - p. 590, l.1), I also agree with the board's interpretation.

 

In that case, what was the reason for placing in the bylaws the phrase "(5 Members)"?

[Sean Hunt]

Additionally, whether or not the board's interpretation is correct, the management has no authority to overrule the board's interpretation, "dissolve" the council, or call for a special election unless the bylaws grant her this authority.

 

I agree that your organization is the only group that can properly interpret an ambiguous bylaw like this. What Josh is also a critical point. Your management has no authority to hold special elections, a special meeting, or any such thing unless the bylaws specifically provide that they do.

 

If the bylaws do provide for something like this (for instance, if the number of councillors becomes low enough that it can never meet quorum), then I would suggest that you meet with the management and do the best that you can to devise a solution that allows one interpretation to be picked over another (such as having a special general meeting---which would have the authority to decide conclusively---make the decision).

 

Finally, always remember that (in almost all organizations) management reports to the Board, and not the other way around.

[Dan Honemann]

I agree with Messrs. Martin and Lages, based upon Principle of Bylaw Interpretation No. 9 which reads as follows:

 

"9.  A shorter statement of a rule is always of less authority than a longer statement of the rule, and yields to it."

 

This principle is based upon the theory that if it takes longer to type one way than the other, there must have been a good reason to go to all that trouble.