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Regular Meeting vs meeting - Bylaw interpertaton!


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Please bear with me – this explanation is probably going to be longer than it needs to be, but I want to be sure I explain this correctly.


My organization has two (2) levels of “membership”, as described below:


<Primary> members:

What would be thought of as “full” members.  <Primary> members elect <Organization> officers, approve Bylaw changes, set <Organization> policy, and (in point of fact) are “owners” of the <Organization’s> facilities.  All <Organization> business comes before the body of <Primary> members, and is ultimately disposed of at that level.  <Secondary> members can only be accepted for membership by vote of the <Primary> membership.  All privileges permitted the <Secondary> members are granted by, and may be revoked by, the <Primary> members, without exception.


<Secondary> Members: 

Essentially members of a strictly “social” nature.  They are free to make use of the recreational facilities owned by the <Organization>, and are permitted (on occasion) to select such things as a particular Band (or request a specific type of music), or perhaps they might select a particular “prize” to be given away in a raffle (*This* item rather than *that* item).  <Secondary> members are not permitted to attend <Primary> member meetings, (They have neither voice nor vote in the operation of the <Organization>) They do not elect Board members or modify the bylaws.


The <Primary> members hold a meeting of the <Organization> on the second Thursday of every month.  This is the “Regular Meeting” of the <Organization>.  <Secondary> members are not permitted to attend.


There is a “meeting” of the <Secondary> members on the fourth Thursday of the month.  No actual <Organization> business is transacted.  They are informed of any changes made at the prior <Primary> meeting (if such changes would affect the <Secondary> members.) The <Primary> members may attend this meeting if they so choose.  Most do not attend.


To help in my explanation, here are three (3) excerpts from our bylaws:

<Excerpt 1>


The nomination of officers will take place in September and October. The election of officers

will take place in November and the installation of the new officers will take place in December of each

year. The election shall be by secret ballot and majority vote of <Primary> Members present.


<Excerpt 2>



<Secondary> Members will be permitted to join the <Organization> by paying an initiation fee and

dues. The amount of the initiation fee and dues are determined by the Governing Board. They may vote

on social activities in the social quarters only. They must abide by <Organization> rules, Constitution, and By-laws.

<Secondary> Members do not have equal privileges to <Primary> members.


<Excerpt 3>

When an officer of the <Organization> is absent for three consecutive regular meetings without being excused by the <Organization>, the President shall declare such office vacant and order an election to fill such vacancy.

<End Bylaw Excerpts>


(Please note:  To excuse an officer from attendance, a vote would be taken at a <Primary> member meeting.  The <Secondary> members would have NO input on this issue whatsoever.)


And now – finally – the issue at hand:

Regarding “Excerpt 3’ (above):

A very small, yet vocal minority, has suggested that a vacancy spanning three meetings should be interpreted as “any” three meetings.  Essentially, <Primary>, <Secondary>, <Primary> being the “three consecutive meetings”.

I respectfully disagree.  Since no actual business can be transacted at a <Secondary> meeting, I believe it is closer to a “Social Committee” meeting, or perhaps simply a “Social Event”. It does not constitute a “regular” meeting of the <Organization>

It is my interpretation that the three consecutive meetings referred to, are the “Primary” meetings.  As such, an officer would need to be absent for 3 consecutive <Primary> meetings (for all practical purposes, 3 months) for a vote to be required to fill the vacancy.


So, the actual question:  Is my interpretation correct?


I thank you all in advance for your most valued opinions!


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This is, ultimately, a question of bylaw interpretation - your organization has (very) customized rules, in which your organization are the "experts," not us.  Here is the line of thought to go down, though - you say that the meeting on the second Thursday is the "regular" meeting.  Where in your rules - bylaws, rules of order, standing rules, etc., is this meeting established?  Wherever that rule is found, what, if anything, is said about the fourth Thursday?

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I agree with Mr. Katz that this is ultimately a bylaws interpretation question.  That is something only your organization can do.  We cannot interpret your bylaws for you. We can, and sometimes do, give our own opinion based on what has been posted, but it is just that:  our personal opinion.  It doesn't count.  It is the opinions of your members that count. They know the history of the organization and are more likely to know what was intended by a particular bylaw provision.

Now, having said all that, I will say that my own opinion, based on what you have posted, is the same as yours and is based on the same rationale.  But, again, it's the opinions of your members that count.

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>> When an officer of the <Organization> is absent for three consecutive regular meetings without being excused by the <Organization>,

>> the President shall declare such office vacant and order an election to fill such vacancy.


You did not cite your bylaws' definition or bylaws' rules regarding MEETINGS. -- "regular" vs. "special", how set, how scheduled, etc.

I think the key to your answer might be in the meaning of "regular meeting".

I am thinking that your "secondary" members do not have a "regular meeting" in the same sense as your "primary" members have their "regular meeting". -- e.g., (a.) no business is voted on; (b.) no excuses are issued.

(Indeed, by strict Robert's Rules, if the primary members are not secondary members, (and I think this will be the case) then the primary members cannot even attend a meeting of a body of which they are not a member!)

Thus, there might be a relationship going on, which only your bylaws can define.

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