Bylaws and upcoming election

[Guest Don Brown]

Good day. I have a couple of questions regarding our associations bylaws and upcoming Board election. We have 3 categories of members: 1. Regular (includes active and retired members), 2. Associate and 3. Honorary. Our bylaws state (in part)" Regular members are both active and retired members..." An addendum was added to the bylaws (still questionable as to how) creating a 4th membership class, "Retired Member", that states "one Board seat shall be for a retired member, and shall be elected by retired members"... Just a quick background, originally the reference to "Retired member" was for members of a "sister organization" who would have a seat on our organizations Board, but would only serve in an advisory position (no voting power). That being said I voiced my opinion to the Board and the President that, given the current language, it appears that 1. a Regular (Active) member does not have the right to vote for a "Retired" member" and 2. that since "Regular members" include both active and retired members, this gives retired members the right to vote twice, at the same election, for a seat on the same Board. Am I incorrect in thinking that there is a definite conflict (based upon that language) in our bylaws? And if so, can that conflict have an effect on the upcoming election?  Hope it's not too confusing (although it is screwed up).  Thanks in advance.

[Guest Who's Coming to Dinner]

Under Robert's Rules, there is only one kind of member and that member has but one vote. Your bylaws, which supersede RONR, create custom classes and it is therefore up to your organization to decide how to implement them. If you believe it is being done wrongly, raise a point of order.

I personally disagree with your assertion that a fourth class of membership is created. Retired members are already a subset of regular members and the addendum is harmonized by considering that it refers to the subset. If you elect board members en bloc, I would hold out the one seat reserved for a retired member and elect it separately.

[Josh Martin]

2 hours ago, Guest Don Brown said:

An addendum was added to the bylaws (still questionable as to how)...

What exactly does this mean?

2 hours ago, Guest Don Brown said:

That being said I voiced my opinion to the Board and the President that, given the current language, it appears that 1. a Regular (Active) member does not have the right to vote for a "Retired" member"

Assuming the language in question was properly adopted as an amendment to the bylaws (which appears to be in question), this appears to be correct, since we are told that the language provides that “one Board seat shall be for a retired member, and shall be elected by retired members.”

2 hours ago, Guest Don Brown said:

2. that since "Regular members" include both active and retired members, this gives retired members the right to vote twice, at the same election, for a seat on the same Board.

I am not entirely certain what is meant by this. If you mean that retired members could vote twice on a particular board position, I do not think that is correct. RONR clearly provides that one member has only one vote on any given question.

If you mean, however, that the retired members are permitted to vote on the seat elected solely by retired members, and are also permitted to vote on any seat(s) elected by regular members, then that appears to be correct.

2 hours ago, Guest Don Brown said:

Am I incorrect in thinking that there is a definite conflict (based upon that language) in our bylaws? And if so, can that conflict have an effect on the upcoming election? 

What provisions, exactly, do you think are in conflict?

I would also note that questions of bylaw interpretation are ultimately for the society to decide, and will require reviewing the bylaws in their entirety. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

[Quietstorm]

I appreciate the replies to this issue.  Thanks, and have a good one.