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Discipline and Interpretation 2006-13


JayW
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I've read Interpretation 2006-13 and I just want to clarify if it applies in this situation. Our bylaws state that "General management of the club's affairs shall be entrusted to the Board of Directors" -- which is maybe different from saying the board has full power and authority over the affairs of the club between meetings of the membership, as is the case in the Interpretation.

Our bylaws also give the Board the authority to entertain charges, carry out the hearing process, and impose penalties up to a six-month suspension from the club. (If the board feels a more severe penalty is warranted, they can recommend to the membership that the penalty be expulsion; the membership votes on the expulsion at the next annual meeting.)

Can the membership vote to amend or rescind the board's suspension, assuming it is still in effect at the time the membership next meets? (Our bylaws do allow for special meetings but they're to be called by the President or the board. As well, it's a national club and members are scattered; obtaining a quorum is all but impossible except at the annual meeting.)

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First, to get a correct answer, somebody would have to look at your bylaws, in toto.   I would suggest that you contact either the National Association of Parliamentarians or the American Institute of Parliamentarians to find a parliamentarian who could advise you in that regard. 

Second, when a board is granted "general supervision of the affairs of the Society between its business meetings (p. 586)," the membership of the organization at a meeting, may issue binding instructions to the board, and rescind or amend any action of the board (that it is not too late to change).  There is an important exception, "matters placed by the by the bylaws exclusively under of the board (p. 483, ll. 9-14)."

In other words, if the bylaws say, in effect, "Only the board can do this," then the assembly cannot order the board to do whatever "this" is, nor could the assembly rescind or amend that action. 

Whether the bylaws create an exclusive authority of the board to handle disciplinary action would require a review of your bylaws. 

 

Edited by J. J.
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Thanks, J.J. From past discussions I've gathered that exclusivity is not implied, so the fact that there's a procedure in the bylaws for the board to conduct hearings does not, in and of itself, mean only the board can conduct hearings. 

Is it correct that even though our bylaws don't specify "between meetings", the membership would still be able to rescind or amend a board action for which they were not given exclusive authority? 

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1 hour ago, Guest JayW said:

Thanks, J.J. From past discussions I've gathered that exclusivity is not implied, so the fact that there's a procedure in the bylaws for the board to conduct hearings does not, in and of itself, mean only the board can conduct hearings. 

Is it correct that even though our bylaws don't specify "between meetings", the membership would still be able to rescind or amend a board action for which they were not given exclusive authority? 

I agree with J.J.'s post above.  This is ultimately a question of bylaws interpretation, but it is my opinion, based on the text in RONR and many discussions in this forum, that unless the bylaws are clear that the board has exclusive authority in a certain area, that the board is still subservient to the membership and that the membership may give the board directions and may reverse actions of the board.  In my opinion, the addition of the clause "between meetings of the membership" in Official Interpretation 2006-13 and in the sample bylaws in RONR is not necessary in order for the board to be subservient to the membership, but is rather included so as to remove any doubt that the board is subservient to the membership.  It is good language to include whenever it is intended that the membership, rather than the board, have the final say in the affairs of the organization.

Edited by Richard Brown
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On 12/17/2017 at 11:18 AM, Richard Brown said:

I agree with J.J.'s post above.  This is ultimately a question of bylaws interpretation, but it is my opinion, based on the text in RONR and many discussions in this forum, that unless the bylaws are clear that the board has exclusive authority in a certain area, that the board is still subservient to the membership and that the membership may give the board directions and may reverse actions of the board.  In my opinion, the addition of the clause "between meetings of the membership" in Official Interpretation 2006-13 and in the sample bylaws in RONR is not necessary in order for the board to be subservient to the membership, but is rather included so as to remove any doubt that the board is subservient to the membership.  It is good language to include whenever it is intended that the membership, rather than the board, have the final say in the affairs of the organization.

A slight disagreement.  First, I do agree that absent anything else in the bylaws, except that there will be a board, I concur, based on p. 482, ll. 25-9. 

That said, if the bylaws assign some duty or ability to the board, and do not qualify it, then that ability rests solely with the board.  This is under the principle that, 'if the bylaws authorize certain things, other things of the same class are thereby prohibited (p. 589-90, #4)."

 

For example, if the bylaws said, "The board shall elect the officers," and said nothing else about the subject, the board, and only the board, may elect officers.  It would not be necessary for the bylaws to say, "The board shall have the exclusive ability to elect officers." 

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