Original intent versus current interpretation

[Guest Joe g]

So if a bylaw is interpreted one way by the chairperson during a meeting but then later it is proven that the original intent of said bylaw is different than the current interpretation, what if anything can be done?  Which takes over? The original intent or the current interpretation? And if its the original intent, can you go back and change the ruling on the floor?

[Gary Novosielski]

Nothing can be done later.

Something can be done at the time: The decision of the chair can be Appealed by any two members (mover and seconder) and the decision put to the assembly.  The results are recorded in the minutes, along with the point of order, and serves as a precedent for the future.

But that does not prevent the assembly from reaching a different decision in another situation in the future.

The best long term solution, if ambiguities exist in the bylaws, is to amend them to be crystal clear.

Edited November 14, 2017 at 04:11 AM by Gary Novosielski

[Richard Brown]

The most recent Interpretation is binding until such time as as a new interpretation is made by the chair or by an appeal AT A MEETING. Original intent is not necessarily binding and is a factor in interpreting bylaws only when the actual language of the bylaws is unclear or ambiguous. The clear language cannot be ignored. RONR has a section on principles of interpretation of bylaws . 

[Joshua Katz]

It's more important to consider what the language would have meant to the public at the time of the bylaw's adoption than the intent of its framers, anyway.  

[Shmuel Gerber]

9 hours ago, Joshua Katz said:

It's more important to consider what the language would have meant to the public at the time of the bylaw's adoption than the intent of its framers, anyway.  

Well, RONR (11th ed., p. 588) says, "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."

Even if you think that RONR is wrong about this, and that "intention" is not relevant, wouldn't you agree that it's important to consider what the language would have meant to members of the particular society whose bylaws they are, rather than what it would have meant to the public?

[Richard Brown]

34 minutes ago, Shmuel Gerber said:

Well, RONR (11th ed., p. 588) says, "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."

Even if you think that RONR is wrong about this, and that "intention" is not relevant, wouldn't you agree that it's important to consider what the language would have meant to members of the particular society whose bylaws they are, rather than what it would have meant to the public?

I agree wholeheartedly with Mr.Gerber's statement above, but believe it is important to put "intention of the society" in the proper context for Guest Joe G.  As I said in my post above, the intent of the drafters comes into play only when the plain language in the bylaw as written is not clear.  RONR gives eight "Principles of Interpretation" of bylaws on pages 588-592.  I believe this language from the first of those eight principles at the bottom of page 588 is worth emphasizing in light of all of this discussion about "intent":

"Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. 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. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority [page 589] vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable."  (Emphasis added by me)

Edited November 14, 2017 at 02:36 PM by Richard Brown
Typographical correction

[Joshua Katz]

1 hour ago, Shmuel Gerber said:

Even if you think that RONR is wrong about this, and that "intention" is not relevant, wouldn't you agree that it's important to consider what the language would have meant to members of the particular society whose bylaws they are, rather than what it would have meant to the public?

I think the point, which I expressed badly, is that what matters is the intent of the society when adopting the bylaw, not the drafters.  What matters is how the people voting on it understood it, which is in line with the quote from RONR.  Of course, if it's 100 years old, the best clue to what they thought it meant might well be a knowledge of what words meant at that time to the public.  But the point is, I don't think secret intentions of the people writing it matter.

[g40]

On Tuesday, November 14, 2017 at 9:00 AM, Shmuel Gerber said:

Well, RONR (11th ed., p. 588) says, "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."Even if you think that RONR is wrong about this, and that "intention" is not relevant, wouldn't you agree that it's important to consider what the language would have meant to members of the particular society whose bylaws they are, rather than what it would have meant to the public?

OK - so, let's suppose an organization's Bylaws were adopted in the early 1900's and there were references to "members" or "voters". It may be 100% true that the intent of those who adopted the Bylaws was that these terms clearly applied only to men or males. Would anyone defend the "original intent" today? I would not.

[Shmuel Gerber]

1 hour ago, g40 said:

OK - so, let's suppose an organization's Bylaws were adopted in the early 1900's and there were references to "members" or "voters". It may be 100% true that the intent of those who adopted the Bylaws was that these terms clearly applied only to men or males. Would anyone defend the "original intent" today? I would not.

How is the word "members" ambiguous in these hypothetical bylaws?

[g40]

On Thursday, November 16, 2017 at 7:59 PM, Shmuel Gerber said:

How is the word "members" ambiguous in these hypothetical bylaws?

It is not ambiguity so much as the interpretation and "original intent". Such terms as "members", "voters", etc. 100+ years ago were commonly assumed to be male. The "original intent" may clearly have been "male only". The clear intent of the organization back then may well have been "male only".

[Shmuel Gerber]

49 minutes ago, g40 said:

It is not ambiguity so much as the interpretation and "original intent". Such terms as "members", "voters", etc. 100+ years ago were commonly assumed to be male. The "original intent" may clearly have been "male only". The clear intent of the organization back then may well have been "male only".

In organizations of men, perhaps. But you know that women have been around just about as long as men have, right? 

[Josh Martin]

2 hours ago, g40 said:

It is not ambiguity so much as the interpretation and "original intent".

Okay, but the ambiguity point is important. If there is no ambiguity, then original intent is not relevant.