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Definition of an "official" or "active" member


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I have joined a group in which the Bylaws are 50+ years old, poorly written, and vague. Lately, the lack of clarity seems to cause frequent disputes within the group.


The Bylaws specify a cap on membership: 65 people.


"Active" members must pay dues, host a meeting every 2 years, put a certain number of hours into the charity we support, and they have voting rights.

"Non-Resident" members live a certain geographical distance away, so they are not required to put in hours at the charity; however, they have voting rights, must pay the same amount for dues as Actives, and must host a meeting every other year.


We have 55 Active members and 14 Non-Residents. I count that as being 69 members -- we have exceeded the cap and can't bring in anyone new.


The latest fight is -- yes, you guessed it -- whether we have exceeded the cap. A faction of people wants to define "Non-Residents" as not being within that cap.


Is there anything in RONR that defines what it means to be a member? It seems to me that if you have voting rights and pay the full dues, that makes you a member and makes you subject to the cap.


Any advice would be greatly appreciated!



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Is there anything in RONR that defines what it means to be a member?

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." (RONR, 11th ed., pg. 3)

This does not necessarily mean, however, that this is what the term "member" means in the context of the rule in your bylaws defining the cap on membership. Your organization will need to interpret that for itself, but there are some Principles of Interpretation in RONR, 11th ed., pgs. 588-591. In particular, Principle of Interpretation #8 should be of assistance.

"In cases where the bylaws use a general term and also two or more specific terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms. Where the bylaws provide in the basic enumeration of the classes of membership that "members may be active, associate, or honorary," the general term "member" is used to apply to all three classes of members. But if, in the article on Members, it is stated that members may be either active or associate members, or if that article simply describes "members" without classification, as in the Sample Bylaws, Article III (pp. 584–85), the term "member" applies only to those classes or that class of members, even if honorary members are provided for elsewhere—in which case honorary membership is not real membership. Similarly, if the bylaws provide for "elected officers" and "appointed officers," the word "officers" or the expression "all officers," used elsewhere in establishing the term during which office shall be held, applies to both the elected and the appointed officers." (RONR, 11th ed., pg. 591)

In the long run, of course, the best solution is to amend the rule in the bylaws so that there is no ambiguity.

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