Bylaws interpretation

[Alex Meed]

The report of the bylaws committee of my society (which I wrote...oops) has a potential ambiguity that will probably require a clarifying amendment, but I want to see how you all would interpret it as it stands currently.

The society has an executive board with full power and authority, except in certain classes of business, none of which are at issue with this question. Section 6.5 of the bylaws committee report also allows the board to take action outside an in-person meeting in two manners. Subsection (a) allows the board to hold meetings by conference call or similar medium. Subsection (b) provides, in relevant part:

Quote

[The board] may subscribe [the society] to a position on a matter of public policy actually before a state or local governmental body, other than a ballot issue under Article VII, either at a meeting, or otherwise with the written consent of a majority of the officers.

(Note: the board consists solely of all officers.) Subsection (c) simply makes explicit that the board "may only take action at an in-person meeting or as this section otherwise allows", since our board has a history of trying to take action by majority written consent when it is not authorized to do so. (That's another issue for another time.)

In light of these provisions, especially Subsection (b), may the board subscribe the society to a position, at a meeting, on a matter of public policy that is not actually before a state or local governmental body?

My argument in favor is that Subsection (b) is within a section explicitly devoted to allowing the board to act outside meetings, and that none of its provisions should be taken to hinder the existing authority of the board within a meeting. My argument against is based on RONR p. 589, l. 33, to p. 590, l. 8, which begins "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited." It could be argued that taking a position on an issue not before a governmental body is of the same class as taking a position on an issue that is before a governmental body. However, my rebuttal to that is that Subsection (b) authorizes taking a position on an issue before a governmental body outside a meeting, since the board already can take positions at a meeting because it has full power and authority, and the thing of the same class that is prohibited is taking a position on an issue not before a governmental body outside a meeting.

[Atul Kapur]

As you are already anticipating arguments about this potential ambiguity, fix it now to remove that ambiguity and make your intent explicit.

Otherwise it will depend on whatever a majority of the assembly feels at the time the question is raised.

I'm glad that you are (perhaps belatedly) reading the Sections on Bylaws and the Principles of Interpretation. I draw your attention to p. 589, lines 1-3, "The ambiguous or doubtful expression should be amended as soon as practicable." That time is now.

[Alex Meed]

1 hour ago, Atul Kapur said:

As you are already anticipating arguments about this potential ambiguity, fix it now to remove that ambiguity and make your intent explicit.

Otherwise it will depend on whatever a majority of the assembly feels at the time the question is raised.

Sounds about like what I expected. Handling this will be complicated because our current bylaws also make me the presiding officer when we consider the bylaws committee report on the floor (yes, yes, that's exactly what RONR says you're not supposed to do, but that's the way it is). I'm thinking I would probably want to have another member offer the amendment so that I don't have to get directly involved. Or, if nothing else, I could yield the chair if our current bylaws allow it, then introduce an amendment that would embody the interpretation that I prefer. I'm expecting that there will be a fight, since the ambiguity itself resulted from my errant attempt at weaving a bylaws committee member's demand (agreed to by the committee) into the bylaws report. And the best part is that we'll be doing all this about four hours from now!

In any event, it's probably better to resolve this by majority vote now than by majority vote when there's a concrete case to be arguing about.

1 hour ago, Atul Kapur said:

I'm glad that you are (perhaps belatedly) reading the Sections on Bylaws and the Principles of Interpretation. I draw your attention to p. 589, lines 1-3, "The ambiguous or doubtful expression should be amended as soon as practicable." That time is now.

Ah, I read that section of RONR long ago—I just failed to realize its application to this section of the bylaws report until after the committee rose...

[Atul Kapur]

22 minutes ago, Alex M. said:

I'm thinking I would probably want to have another member offer the amendment so that I don't have to get directly involved.

Put it in writing for the other member to read and move it accurately (and, if you have time, write some talking points for them, too). Also, find another member to second the amendment.

24 minutes ago, Alex M. said:

 

 

[Alex Meed]

1 minute ago, Atul Kapur said:

Put it in writing for the other member to read and move it accurately (and, if you have time, write some talking points for them, too). Also, find another member to second the amendment.

That was my plan, and what I did on another bylaws issue we'll need to address tonight. I didn't think about finding a seconder in advance, though. I should probably get on that.

Gosh, this will be a fun few hours... thanks for your help.

[Josh Martin]

2 hours ago, Alex M. said:

However, my rebuttal to that is that Subsection (b) authorizes taking a position on an issue before a governmental body outside a meeting, since the board already can take positions at a meeting because it has full power and authority, and the thing of the same class that is prohibited is taking a position on an issue not before a governmental body outside a meeting.

Yes, but the actual language also includes the words “at a meeting” which undercuts the position that this rule refers solely to what the board can do outside of a meeting, and is not intended to limit its authority at a meeting.

I think your interpretation is reasonable, but I believe this language leaves enough wiggle room that the opposite interpretation would also be reasonable.

[Alex Meed]

1 minute ago, Josh Martin said:

Yes, but the actual language also includes the words “at a meeting” which undercuts the position that this rule refers solely to what the board can do outside of a meeting, and is not intended to limit its authority at a meeting.

I think your interpretation is reasonable, but I believe this language leaves enough wiggle room that the opposite interpretation would also be reasonable.

Fair point. I think you and Atul Kapur have convinced me that this will need to be amended. I think my own judgment has convinced me it'll lead to some fireworks tonight, but oh well.

Gotta love finding issues in your bylaws draft after you voted it out of committee...

[Atul Kapur]

55 minutes ago, Alex M. said:

I think my own judgment has convinced me it'll lead to some fireworks tonight, but oh well.

Better tonight than at some unknown time in the future

56 minutes ago, Alex M. said:

Gotta love finding issues in your bylaws draft after you voted it out of committee...

One of the reasons you hire a professional parliamentarian: either to avoid these issues or to have someone to blame. 😀

Good luck tonight. Let us know how it goes, procedurally.

[Alex Meed]

1 hour ago, Josh Martin said:

Yes, but the actual language also includes the words “at a meeting” which undercuts the position that this rule refers solely to what the board can do outside of a meeting, and is not intended to limit its authority at a meeting.

I think your interpretation is reasonable, but I believe this language leaves enough wiggle room that the opposite interpretation would also be reasonable.

 

20 minutes ago, Atul Kapur said:

Better tonight than at some unknown time in the future

One of the reasons you hire a professional parliamentarian: either to avoid these issues or to have someone to blame. 😀

Good luck tonight. Let us know how it goes, procedurally.

One more question for you gentlemen: would a sentence like the following added to Subsection (b) sufficiently clarify things? "This subsection does not limit [the board's] power to take action at meetings." And what about that addition along with rewriting the sentence in my original post to the following? "With the written consent of a majority of the officers, [the board] may subscribe [the society] to a position on a matter of public policy actually before a state or local governmental body, other than a ballot issue under Article VII."

Thanks a lot for y'all's guidance; I'll be sure to let you know what happens. And we could probably use a professional parliamentarian, but waging that fight would probably have sapped all of the political capital I have within the board... maybe in the future things will change. So it goes. ¯\_(ツ)_/¯

[Josh Martin]

1 minute ago, Alex M. said:

One more question for you gentlemen: would a sentence like the following added to Subsection (b) sufficiently clarify things? "This subsection does not limit [the board's] power to take action at meetings." And what about that addition along with rewriting the sentence in my original post to the following? "With the written consent of a majority of the officers, [the board] may subscribe [the society] to a position on a matter of public policy actually before a state or local governmental body, other than a ballot issue under Article VII."

Seems pretty clear to me.

[Alex Meed]

6 hours ago, Atul Kapur said:

Good luck tonight. Let us know how it goes, procedurally.

I should inform you that it went quite well. I had a member propose the amendment that I laid out in my previous post, which was met with initial confusion, followed by confused approval once its provenance and purpose were explained. Eh, better than having an ambiguity. Much better than the fireworks I expected.

We also addressed another interesting situation that I'll post about separately shortly; I would have mentioned it earlier had it not been protected by the secrecy of an executive session of our board.

Thanks again for all of your assistance.

Edited November 21, 2019 at 06:53 AM by Alex M.
clarify that the matter I posted about separately is no longer under an obligation of secrecy