Interpretation of Constitution

[TVS]

Need clarification of our institutions constitution below.

Our organization has 23 past presidents.  The immediate past president becomes the chair of the nomination committee each year.

As per the automatic structure, 2 previous past presidents are also the member of the committee. 

the chair.

 

Section 10:  Nominating Committee: 

The Nomination Committee shall consist of the immediate Past President as Chairperson, along with the previous two Past Presidents as the other members, as an automatic structure.

 

 

[Richard Brown]

We do not interpret bylaws on this forum.  That is something only your organization and the courts can do.   Having said that, it seems to me your constitution says what you said it says:  The nomination  committee shall consist of the three most recent past presidents with the immediate past president being chair.  In addition to the chair, it refers to THE previous two past presidents, not to any two past presidents.  To me, that seems pretty clear.

Do you have a question that I missed?

For what its worth, most of us on this forum advise strongly against any automatic role for the immediate past president.  One of our regular contributors has written about it.  Keep checking back for some of the reasons why it is a bad idea.

[jstackpo]

Since Mr. Brown suggested it....

IPP is a Bad Idea:

And here's some reasons why the position is a bad idea:

In my personal view, setting up an "official" Immediate Past President (IPP) position is not a particularly good idea.  The most telling argument is the real possibility of a close and bitter race for the presidency, with the current president running (for a second term) against an "outsider".  And the outsider - the "reform candidate", perhaps - wins but is still stuck with the thorn of the IPP on the Board in a position to snipe at the new president.  And perhaps attempt to undermine the new president's plans.  Not to mention vote against them.

If the erstwhile president is a "good guy" the new president can (usually, depending on the bylaws) appoint him to a pre-existing committee - or even have him chair one, which might put him on the Board - as the new president sees fit.  That way the IPP's experience and value can be put to good use, when needed, without the danger of setting up an adversarial situation which would require a bylaw amendment to get out of.

Here's some more reasons

1) The President resigns and wants nothing to do with the organization.
 
2) The President simply doesn't run for election again because he's had enough, and never shows up at a board meeting.
 
3) The President is booted out of office for being incompetent, or for something more nefarious.
 
4) The President dies.
 
5) The President resigns and moves (wants to help but isn't around).

6) Even worse is the bylaw assignment of the IPP to chair a committee - such as nominating.  Then he dies/quits/leaves town, &c.  You are then stuck with an unfillable (by definition) vacancy.

Note that except for item 4, the IPP may well be part of the quorum requirement for meetings, even though he never shows up.

 

Our suggestion is to amend your bylaws to eliminate the position.

[Richard Brown]

Thanks, John! I hoped you would see this thread and chime in. 

[TVS]

Hello Everyone:

Constitution is written in read

Section 10:  Nominating Committee: 

The Nomination Committee shall consist of the immediate Past President as Chairperson, along with the previous two Past Presidents as the other members, as an automatic structure. The committee shall have the following responsibilities: (i) solicit nominations for trustees from voting members of the corporation; (ii) prepare a list of eligible candidates for trustees to succeed those whose terms expire at the end of the calendar year, (iii) present a report to the Board of Trustees before the annual meeting; and (iv) present the names of the eligible candidates at the annual General Body meeting 

Q: Does the constitution above gives the authority to the immediate Past President who becomes the chairman of the nominating committee to pick ANY TWO members from previous 23 past presidents

or it is an automatic structure to pick two preceding past presidents to him.

 

 

[Richard Brown]

42 minutes ago, trmarwaha said:

Hello Everyone:

Constitution is written in read

Section 10:  Nominating Committee: 

The Nomination Committee shall consist of the immediate Past President as Chairperson, along with the previous two Past Presidents as the other members, as an automatic structure.  . . . .

Q: Does the constitution above gives the authority to the immediate Past President who becomes the chairman of the nominating committee to pick ANY TWO members from previous 23 past presidents

or it is an automatic structure to pick two preceding past presidents to him.

I answered your question in my first response.

1.  We cannot interpret your constitution and bylaws.  That is something only your organization can do.

2.  Personally, it is my strong opinion that the bylaw provision you quoted is quite clear:  The IMMEDIATE past president is automatically the chairman of the nominating.  The other two members are "the previous two past presidents".  What is unclear about that?  It doesn't say "any" two past presidents.  It doesn't say the immediate past president can "pick any two".   It says "the previous two".  That means the two who immediately preceded the immediate past president.

If you are hoping for a different answer, stick around.  You might get it, but I doubt it.

[Kim Goldsworthy]

1 hour ago, trmarwaha said:

Q: Does the constitution above gives the authority

to the immediate Past President who becomes the chairman of the nominating committee

to pick ANY TWO members from previous 23 past presidents?

Or

is it is an automatic structure to pick two preceding past presidents to him?

 

 

If you want an interpretation based on the rules of English, then I will give you one.

***

Your rule is, indeed, as you say, an automatic structure" (to pick the two preceding past presidents).

Demonstration:

Create a different sentence with that noun phrase and try to interpret the sentence to mean "any two."

S1. "The previous two Popes were from countries other than Italy."

Q. Does the noun phrase in sentence S1 refer to any two Popes?

A. No. The phrase "the previous two" takes as its baseline the current Pope, and extrapolates back to the most immediate predecessors.

***

A second demonstration.

• Your rule does not delegate the power of "committee appointment" to any party.

The phrase "shall consist of" is clear as to who sits on the committee. There is no choice allowed.

 

 

[g40]

What if the last three past presidents (to whom your organization has given theses powers) had been convicted of misdeeds? Is that what you really want? Or, suppose the president was thrown out of the office of President for embezzlement, etc., why would you put him/her in charge of this Committee? BUT - that is exactly what you seem to be doing.

[Gary c Tesser]

On 10/17/2016 at 9:37 AM, g40 said:

What if the last three past presidents (to whom your organization has given theses powers) had been convicted of misdeeds? Is that what you really want? Or, suppose the president was thrown out of the office of President for embezzlement, etc., why would you put him/her in charge of this Committee? BUT - that is exactly what you seem to be doing.

Darnit, John, why didn't you think of any of that?.

[jstackpo]

I would have thought that "more nefarious" covered those possibilities.