Guest Joan Posted April 27, 2019 at 06:16 AM Report Share Posted April 27, 2019 at 06:16 AM Hello. Is there anywhere in Robert's Rules that indicates who gets to interpret an organization's bylaws? Is it the board or is it the general membership? Thank you. Quote Link to comment Share on other sites More sharing options...
J. J. Posted April 27, 2019 at 06:26 AM Report Share Posted April 27, 2019 at 06:26 AM (edited) Yes, the general membership has that authority, specifically, "Each society decides for itself the meaning of its bylaws (p. 588, l.25)." Note that, if the meaning is clear, it cannot be changed by interpretation. The only exception would be if the bylaws, or some rule adopted by the assembly, grants the board the authority to interpret the bylaws. Edited April 27, 2019 at 06:27 AM by J. J. Quote Link to comment Share on other sites More sharing options...
Guest Joan Posted April 27, 2019 at 08:03 AM Report Share Posted April 27, 2019 at 08:03 AM Thank you. I take this to mean that if there are conflicts in the bylaws, it is up to the general membership to interpret that, not the board. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 27, 2019 at 08:23 AM Report Share Posted April 27, 2019 at 08:23 AM 19 minutes ago, Guest Joan said: Thank you. I take this to mean that if there are conflicts in the bylaws, it is up to the general membership to interpret that, not the board. Correct. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted April 27, 2019 at 09:43 AM Report Share Posted April 27, 2019 at 09:43 AM And propose amendments to clarify things as soon as possible... (I know, I know...nag, nag, nag -- but that's what we parliamentarians do.) Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 27, 2019 at 03:17 PM Report Share Posted April 27, 2019 at 03:17 PM 7 hours ago, Guest Joan said: Thank you. I take this to mean that if there are conflicts in the bylaws, it is up to the general membership to interpret that, not the board. You bet. And if your bylaws are fairly typical, it's the general membership who adopts bylaws in the first place, and who is authorized to amend them (for example, to fix those conflicting provisions). Boards are not superior bodies, they are subordinate to the general membership, and have only such powers as are granted to them by the membership in the bylaws. Quote Link to comment Share on other sites More sharing options...
Guest Joan Posted April 29, 2019 at 02:20 PM Report Share Posted April 29, 2019 at 02:20 PM Thank you, everyone. On 4/27/2019 at 9:17 AM, Gary Novosielski said: You bet. And if your bylaws are fairly typical, it's the general membership who adopts bylaws in the first place, and who is authorized to amend them (for example, to fix those conflicting provisions). Boards are not superior bodies, they are subordinate to the general membership, and have only such powers as are granted to them by the membership in the bylaws. Is there by chance some specific statement in Robert's Rules to the effect that boards are not superior bodies but are in fact subordinate to the general membership? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 29, 2019 at 03:11 PM Report Share Posted April 29, 2019 at 03:11 PM 45 minutes ago, Guest Joan said: Is there by chance some specific statement in Robert's Rules to the effect that boards are not superior bodies but are in fact subordinate to the general membership? “In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see p. 577, ll. 23–33). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483) Quote Link to comment Share on other sites More sharing options...
Guest Joan Posted April 29, 2019 at 03:24 PM Report Share Posted April 29, 2019 at 03:24 PM 12 minutes ago, Josh Martin said: “In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see p. 577, ll. 23–33). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483) Thank you. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted April 29, 2019 at 08:29 PM Report Share Posted April 29, 2019 at 08:29 PM On 4/27/2019 at 2:16 AM, Guest Joan said: Hello. Is there anywhere in Robert's Rules that indicates who gets to interpret an organization's bylaws? Is it the board or is it the general membership? Thank you. On 4/27/2019 at 2:26 AM, J. J. said: Yes, the general membership has that authority, specifically, "Each society decides for itself the meaning of its bylaws (p. 588, l.25)." Note that, if the meaning is clear, it cannot be changed by interpretation. The only exception would be if the bylaws, or some rule adopted by the assembly, grants the board the authority to interpret the bylaws. It's not one or the other. The board may need to interpret the bylaws just as much as the assembly of members may need to. I agree that if the board disagrees with the assembly, the assembly's interpretation prevails. Quote Link to comment Share on other sites More sharing options...
J. J. Posted April 29, 2019 at 09:27 PM Report Share Posted April 29, 2019 at 09:27 PM 56 minutes ago, Shmuel Gerber said: It's not one or the other. The board may need to interpret the bylaws just as much as the assembly of members may need to. I agree that if the board disagrees with the assembly, the assembly's interpretation prevails. I'm looking at who has the ultimate authority to interpret. Quote Link to comment Share on other sites More sharing options...
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