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Various Bylaw Interpretations

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Guest Linda

Hi,

We are having a discussion regarding an issue we have on our board.  Our bylaws state in two different areas that need clarification and opinion.  I am attaching a link to our bylaws.  https://www.bordercolliesociety.com/constitution-and-bylaws/  if you care to see the full context.

Under one section it states that no member can serve more than four consecutive terms on the board. 

"Section 4: Terms of Office. No member may remain on the Board for more than four consecutive two-year terms with the exception of the AKC Delegate. Serving out an unexpired term of less than one year shall not be considered as one of the four."

 

The other section states who is considered a member on the board, specifically: "

"Section 1: Board of Directors. The Board shall have nine members, and shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Immediate Past President (who shall be a voting member of the Board), Delegate to the American Kennel Club, and two to three other persons, all of whom shall be members in good standing who are residents of the United States. No two members of the same household shall serve on the Board of Directors at the same time. The general management of the Club’s affairs shall be entrusted to the Board of Directors.

All members of the Board of Directors shall be elected for two year terms as provided for in Article IV and shall fulfill their positions as described in Section 2 of this Article, until their successors take office, with the exception of the Past President. In order to serve as immediate Past President, the person must have been elected to the position of President and have served the entire term. The immediate Past President may not run for office until the term as Past President is completed. The Past President position shall only last one term, after which the position converts to a regular elected board member at large position, for situations where the current President serves more than one term or when the departing President was not elected to the position of President."

Our past president served four previous terms, the last one as President of the Club.  The new board is trying to kick her off.  I am asking the opinion from Robert's Rules parliamentarians.  Does Robert's Rules specifically address this in the rules?

Additionally, three members has been suspended from the Club for conduct prejudicial to the best interests of the Club and have been suspended from 9-12 months and placed on "Not in Good Standing."  The new President wants to hold open these board positions until these three individuals serve the suspensions. Our bylaws state: 

"Section 6: Member in Good Standing. A Member in Good Standing is one whose dues payments are current and who is not currently under disciplinary action by the BCSA or the AKC."

"Section 3: Vacancies. Any vacancies occurring in the officers of the Board during the year shall be filled until the next election by a majority vote of all the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by election by the Board. Vacancies to the position of Past President will be filled with a third Board Member At Large position, appointed the same as described above for other board vacancies."

There is nothing stated in the bylaws that state what the order of precedence is on these issues or what supersedes what.  What is the opinion of Robert's Rules in this matter.  Are there any rules that specifically address these issues?

Thank you,

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Unfortunately (for you, but not for us, to be blunt about it) interpretation of bylaws, particularly when there are possibly ambiguous or conflicting provisions, is left entirely up to the membership of the association.  See pp. 588ff.  We are not in a position to offer our (necessarily personal)  opinions of "meaning".  You might contact a professional parliamentarian at the NAP or AIP to assist you.

A specific parliamentary point about those "suspended" members: do the suspension rules (if any) say just what the members are suspended from, and hence what membership privileges or rights they still have available to them?  If not, it would be best to amend your bylaws to spell that out.  See footnote page 6. 

(Other folks may be more helpful!  Stay tuned.)

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In a quick reading the quoted provisions of your bylaws I did not notice any obvious contradictions, but did notice something worth mentioning.  Section 3 on  vacancies says " Section 3: Vacancies. Any vacancies occurring in the officers of the Board during the year shall be filled until the next election by a majority vote of all the then members of the Board . . . ."

I  find the highlighted portion troublesome because of the vague vote requirement.  The quoted provision can be read to require either an ordinary majority vote of the remaining members of the board or the vote of a majority of ALL of the remaining members of the board.  Those are two different vote requirements.  The use of the word "all" in the phrase "all of the then members of the board" is what is causing the confusion.

The default in RONR is that a "majority vote", without qualification, means a majority vote of the members present and voting.  When it is desired that the vote requirement be based on either the total membership (of the board in  this case) or the members present, the bylaws should clearly specify the requirement. 

This is explained at length in RONR on pages 4-5 and pages 400-404.  It may require careful reading to understand the distinction in the wording used for a regular majority vote and the vote of a majority of the entire membership.  It is a fine distinction, but a very important one.

I agree with Dr. Stackpole that for a thorough review of your bylaws, you might try to find a professional credentialed parliamentarian through either the National Association of Parliamentarians (NAP) or the American Institute of Parliamentarians (AIP).  We cannot provide that type of personal service in this forum.

If you have a particular question about a particular provision, ask us.  We might or might not be able to help.  As Dr. Stackpole pointed out, each organization must interpret its own bylaws and resolve ambiguities for itself.  RONR does contain some principles of interpretation of bylaw provisions on pages 588-592.

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2 hours ago, Guest Linda said:

Our past president served four previous terms, the last one as President of the Club.  The new board is trying to kick her off.  I am asking the opinion from Robert's Rules parliamentarians.  Does Robert's Rules specifically address this in the rules?

No. Your organization will have to interpret the conflict in its bylaws.

My recommendation would be to amend the bylaws to remove the IPP position, which would solve this problem and likely prevent others which may arise in the future.

2 hours ago, Guest Linda said:

Additionally, three members has been suspended from the Club for conduct prejudicial to the best interests of the Club and have been suspended from 9-12 months and placed on "Not in Good Standing."  The new President wants to hold open these board positions until these three individuals serve the suspensions. 

It is generally understood that vacancies will be filled promptly, but I do not think there is anything which would actually prohibit the board from repeatedly postponing filling these vacancies until these individuals are eligible. Since your bylaws provide that the board fills vacancies, however, that is up to the board, not the President, to decide.

2 hours ago, Guest Linda said:

There is nothing stated in the bylaws that state what the order of precedence is on these issues or what supersedes what.  What is the opinion of Robert's Rules in this matter.  Are there any rules that specifically address these issues?

RONR has no rules which address these issues.

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