Acting Chairman

[Mike Phillips]

An organization is governed by its poorly drafted bylaws and then by RONR. The Chairman of the organization is accused of malfeasance. Rather than resign, she elects to delegate all of her authority to a District Chairman using the following provision:

"The Chairman may delegate authority to the District Chairmen to act on his behalf on any matter."

The Chairman's office is not vacant in that she has not resigned and she has not yet been removed. There is a procedure for removing an officer, but because the accusation is not a conviction, the Executive Committee is not yet ready to remove her. She is unwilling to resign.

The Chairman's supporters have broadly interpreted the above provision to read that she can delegate all of her duties to a single District Chairman, which she did. That person is now referred to as the "Acting Chairman." The term "Acting Chairman" is nowhere in the bylaws. As I read the provision, I think it is appropriate to consider what the original intent of the drafters was. 

The provision does NOT say:

"The Chairman may delegate authority to a District Chairman to act on his behalf on all matters."

"The Chairman may delegate all of her authority to a District Chairman."

If the broad interpretation is correct, it suggests that any Chairman at any time without anyone's consent can get elected and then immediately delegate all of her duties to any District Chairman. I will never believe that was the intent of the drafters. I do believe that the "Acting" Chairman is not authorized under the bylaws or under RONR. However, I'd like to have your input. The matter is extremely contentious within the organization. Since I'm new to RONR, I seek your input.

This predicament may be one in which RONR cannot provide a solution to poorly drafted bylaws, but I hope not. 

[Joshua Katz]

7 minutes ago, Mike Phillips said:

The Chairman's supporters have broadly interpreted the above provision to read that she can delegate all of her duties to a single District Chairman, which she did.

I don't see any reason this is not the case.

8 minutes ago, Mike Phillips said:

As I read the provision, I think it is appropriate to consider what the original intent of the drafters was. 

It is appropriate (according to RONR) to consider intent when a provision is ambiguous. But I'm not seeing any ambiguity in this provision.

 

8 minutes ago, Mike Phillips said:

This predicament may be one in which RONR cannot provide a solution to poorly drafted bylaws, but I hope not. 

It is always the case that, ultimately, only your organization can interpret your bylaws. My opinion, as above, though, is that the provision is clear. 

9 minutes ago, Mike Phillips said:

"The Chairman may delegate authority to a District Chairman to act on his behalf on all matters."

 

Okay, but he may delegate as to any matter. Suppose there are 10 matters. Each one falls under "any matter" so where would you cut it off? The ninth? The first?

[Transpower]

That provision is clearly at odds with ordinary parliamentary procedure:  delegating the functions of one's office to another officer would ordinarily be considered a dereliction of duty.  However, bylaws trump RONR, so I suggest you amend your bylaws to fix this issue.

[Joshua Katz]

1 hour ago, Transpower said:

so I suggest you amend your bylaws to fix this issue.

I don't see why. If the organization wants to allow delegation, why should they change?

[Drake Savory]

I agree with the OP's conclusion and the solution for a Chairman not serving the duties of the Chairman would be removal of the Chairman.

[Joshua Katz]

1 minute ago, Drake Savory said:

I agree with the OP's conclusion and the solution for a Chairman not serving the duties of the Chairman would be removal of the Chairman.

Why? Do you think the bylaw is ambiguous?

[Drake Savory]

23 minutes ago, Joshua Katz said:

Why? Do you think the bylaw is ambiguous?

Perfectly clear that the Chairman can give up his authority on any and all matters.  My point is that the assembly can choose to have a Chair that acts as the Chair by removing them from office if they feel the Chair is delegating authority without good reason.

[Joshua Katz]

2 minutes ago, Drake Savory said:

My point is that the assembly can choose to have a Chair that acts as the Chair by removing them from office if they feel the Chair is delegating authority without good reason.

Sure - by following whatever the process happens to be. It appears to involve the Executive Committee:

2 hours ago, Mike Phillips said:

There is a procedure for removing an officer, but because the accusation is not a conviction, the Executive Committee is not yet ready to remove her.

And the Executive Committee appears unready to do so. The OP's conclusion is:

2 hours ago, Mike Phillips said:

I do believe that the "Acting" Chairman is not authorized under the bylaws or under RONR.

Now, if we're talking about the words, I agree, and I expect you do too. But if we're talking about the concept, I disagree, and it now appears you do too. 

The question that remains is - can the assembly remove the chair if the EC does not wish to do so? I think the answer to that will depend on several sections of the bylaws, and is perhaps more than we want to go into here.

[Shmuel Gerber]

On 4/18/2019 at 1:33 PM, Mike Phillips said:

"The Chairman may delegate authority to the District Chairmen to act on his behalf on any matter."

In my opinion, based solely on the information you have posted, I agree that this provision should not be interpreted to mean that the chairman can delegate all of her duties to a single District Chairman.

On 4/18/2019 at 1:44 PM, Joshua Katz said:

Okay, but he may delegate as to any matter. Suppose there are 10 matters. Each one falls under "any matter" so where would you cut it off? The ninth? The first?

There is no specific finite limit on the number of matters that may be delegated, but that has nothing to do with whether the chairman can issue blanket authority regarding all matters, including ones that haven't even arisen yet.

[Joshua Katz]

28 minutes ago, Shmuel Gerber said:

There is no specific finite limit on the number of matters that may be delegated, but that has nothing to do with whether the chairman can issue blanket authority regarding all matters, including ones that haven't even arisen yet.

I don't see how the chairman can have the power to delegate as to any matter, but be unable to say "I delegate all matters" and have it count as doing just that. Which of matters is not effectively delegated?

Presumably, your answer is that the future matters are excluded. But as any matter arises, the chairman is fully within his powers to say "and that one too." So what difference does it make when he says it, i.e. that he says it before the matter arises?

Chag sameach.

[Shmuel Gerber]

8 minutes ago, Joshua Katz said:

So what difference does it make when he says it, i.e. that he says it before the matter arises?

Having to say it each time will keep her busy instead of just sitting back and relaxing.

9 minutes ago, Joshua Katz said:

Chag sameach.

To you as well.

[Mike Phillips]

There is an analog in intellectual property law. With a patent, for example, you can either license the rights to a third party or you can assign them. There is a big difference between the two. If you license the patent, the licensee acquires the ability to practice SOME of the rights of the patent holder. If the third party receives an assignment of the patent rights, he gets ALL of the patent rights to the exclusion of the patent owner. Most people have trouble understanding the distinction between the two. 

It's unfortunate to have to parse words to try to understand the intent of the drafters, but "any" does not mean "all". Words matter. If the interpretation that the designation of the Acting Chairman is correct, the organization has created a disaster for themselves. A celebrity can run for chairman and win (since people tend to vote for celebrities), and on the day she takes office, she can delegate all (not any) of her duties to a District Chairman (not Chairmen) and step back and laugh. That way, the organization is being led by the Chairman who is not the person for whom the organization voted. 

[Guest Zev]

Is it possible that the reason for this bylaw is to allow the current chairperson, in cases of illness, absence, vacation, whatever, delegate his/her authority and then return to office without incurring any charge of dereliction of duty, but in drafting that section they simply did not include the reason or purpose? I know it does not help this discussion very much, but perhaps it provides some context. 

[Joshua Katz]

4 hours ago, Mike Phillips said:

If the interpretation that the designation of the Acting Chairman is correct, the organization has created a disaster for themselves.

That's not uncommon.

4 hours ago, Mike Phillips said:

It's unfortunate to have to parse words to try to understand the intent of the drafters,

I've said it before, but I'll say it again: this only matters if the words themselves are not clear. That's step one. In my opinion, it also ends at step one. Others disagree. Maybe that's evidence that, in fact, it is not clear - after all, if I have to argue why it is clear...

4 hours ago, Mike Phillips said:

she can delegate all (not any) of her duties to a District Chairman (not Chairmen) and step back and laugh. 

Well, you've changed a word from the bylaw you cited earlier. The bylaw allows the Chairman to delegate any matter. If it said any duty, in my view, it would become even more clear. 

 

4 hours ago, Mike Phillips said:

That way, the organization is being led by the Chairman who is not the person for whom the organization voted. 

True, but it's being led by someone chosen through a process they voted for - i.e. they adopted the bylaws with a free power of delegation.

 

5 hours ago, Shmuel Gerber said:

Having to say it each time will keep her busy instead of just sitting back and relaxing.

5 hours ago, Joshua Katz said:

Can't argue with that one.

Note on the IP comparison: I did not take any IP classes.

[Josh Martin]

17 hours ago, Mike Phillips said:

If the interpretation that the designation of the Acting Chairman is correct, the organization has created a disaster for themselves. A celebrity can run for chairman and win (since people tend to vote for celebrities), and on the day she takes office, she can delegate all (not any) of her duties to a District Chairman (not Chairmen) and step back and laugh. That way, the organization is being led by the Chairman who is not the person for whom the organization voted. 

Frankly, I don’t think this really makes much practical difference. Even if it is correct that the chairman may not, by a single declaration, delegate all matters (including any which arise in the future), the chairman certainly could delegate any matters which arise, one by one, and continue to do so. While perhaps marginally irritating for the chairman, since they need to keep sending emails saying they delegate this or that, the end result is still that a person other than the person the society elected as chairman is performing all of the chairman’s duties. It seems to me that the defense against this is to remove such a Chairman from office (since the society presumably does not want a Chairman who is not doing anything).

I suppose the bylaws could be amended to try to clarify this matter, but it seems difficult to amend them in such a way so as to prevent abuse while also permitting the rule to be used as intended. “Clever” individuals will always find loopholes, and additionally, whether an individual is technically violating the bylaws in his delegation of duty or is technically following them (but in such a way that essentially constitutes dereliction of duty), the remedy in either case is the same - disciplinary procedures.

Edited April 20, 2019 at 05:01 PM by Josh Martin

[Richard Brown]

Having just now read all of this thread for the first time, it seems clear to me that this is a matter of bylaws interpretation and that only the members of this organization can make that interpretation.

One possible way of deciding the issue is for someone, at the next meeting, to raise a point of order that this general delegation of all of the chairman's duties to an "acting chairman" violates the bylaws and that matters may be delegated only on an individual case-by-case basis. The chair will rule on the point of order and the ruling of the chair can then be appealed to the assembly, whether that be the executive board or the general membership. It would require a majority vote to reverse the decision of the chair.

It seems to me that MIGHT provide some sort of a solution short of disciplinary proceedings, but, as has already been pointed out, the chairman could continue to delegate matters individually, one by one, as they arise.