Different meeting notice requirements in constitution and bylaws

[paulmcclintock]

Assume

• that a society's parliamentary authority is RONR,
• that the constitution requires a notice for meeting 14 to 60 days beforehand, and
• that the bylaws requires a notice for meetings 10 to 50 days beforehand.

1. Is a notice valid if sent 55 days beforehand?

2. Is a notice valid if sent 12 days beforehand?

3. Do both requirements have to be met, or does it suffice to only meet the constitution's requirements? (E.g., suppose there were no overlap, would 2 notices have to be sent?)

Rather than answer that the society has to vote to interpret their rules, assume that you are a member and that such a vote is pending; how would you debate and vote?

Thanks!

 

[Joshua Katz]

1 hour ago, paulmcclintock said:

1. Is a notice valid if sent 55 days beforehand?

 

Yes.

1 hour ago, paulmcclintock said:

2. Is a notice valid if sent 12 days beforehand?

 

No.

1 hour ago, paulmcclintock said:

3. Do both requirements have to be met, or does it suffice to only meet the constitution's requirements? (E.g., suppose there were no overlap, would 2 notices have to be sent?)

 

It suffices (and is necessary) to meet the constitution's requirements.

The constitution "outranks" the bylaws, if the organization has both. The bylaws govern where the constitution is silent. The constitution is not silent on meeting notice, hence, it governs on that question.

At least, that's my take.

Also, the organization should amend one or the other to remove the conflict.

[Weldon Merritt]

I concur with Mr. Katz. The contitution controls.

[J. J.]

I also agree with Mr. Katz.  The expression of one thing in the constitution prohibits things of the same class in any lower ranking rule. 

[Richard Brown]

@paulmcclintock agreeing with the previous responses, it seems pretty fundamental to me. Are we missing something? Are you perhaps looking for safety in numbers? 

[Richard Brown]

As I think about it, I see how an argument can be made that a provision in the bylaws could perhaps validly provide more protection to the members than the constitution  provides  but cannot provide less protection than does the constitution. 

For example: if the Constitution requires at least 14 days advance notice of a meeting, the bylaws could not validly provide for less notice. However, I see how an argument could be made that the bylaws can provide greater protection than the constitution and could therefore require, say, 15 or 20 days advance notice.

Likewise, the constitution prohibits notice more than 60 days prior to the meeting. I see how an argument can be made that the bylaws could provide that notice shall not be permitted more than 50 days prior to the meeting.

Perhaps there is some legal precedent on that in the courts somewhere, but Until I am shown such authority, my vote would be that the provisions in the constitution prevail.

[anon]

I would look for more information before attempting to vote on this.

It is possible that the constitution and bylaws address each other in ways I have not anticipated.

Does the constitution address one type of meeting while the bylaws address another?

What does the constitution say about notices in general? "All notices given under the provisions of this Constitution or the Bylaws or rules or regulations shall..."

Similarly, what do the bylaws say in context? Is there a different section for different types of meetings? Are we talking apple to apples?

In other words, can the intent of your documents be discerned sufficiently enough for a reasonable person exercising standard care to make a decision for proper action. The purpose of a meeting notice is normally to provide a reasonable amount of time for members to attend the meeting.

The constitution may contain provisions for resolving conflicts with the bylaws.

The potential for meeting notice conflicts may exist between the constitution and state law as well. Some state laws specifically address how to handle certain conflicts between the state law and the declaration or bylaws. After all, it is conflict we are seeking to avoid in specifying rules for anything.

If you say there is no conflict with the exception of the advance notice, and there is no instruction on which document shall prevail in the event of a conflict, then I have to agree with Mr. Katz, and argue in debate for compliance with the highest order document, which is the constitution in your example, and I would vote for this choice of action.

I'm still trying to wrap me head around how the requirements could be interpreted to apply to both notice periods and call for two separate notices. This seems illogical to me in considering any intent not to inflict harm (inefficiency and confusion being considered a harm to me, but then, who am I in the order of things?).

Would using the most generous advance notice avoid trouble with the members and any other interested parties?

Edited December 30, 2019 at 12:48 AM by anon
added thought on using the most generous advance notice.

[Joshua Katz]

17 hours ago, Richard Brown said:

As I think about it, I see how an argument can be made that a provision in the bylaws could perhaps validly provide more protection to the members than the constitution  provides  but cannot provide less protection than does the constitution. 

 

I can construct such an argument, but I'd need to rely on analogies to legal principles. I can't think of how to do it in parliamentary terms. Therefore, I agree that, if such an issue were to be litigated, it may well come out the other way, but as a parliamentary matter I stand by my answer. How a court would deal with contract or corporate issues is an interesting question, but not one I want to address.

12 hours ago, anon said:

It is possible that the constitution and bylaws address each other in ways I have not anticipated.

Does the constitution address one type of meeting while the bylaws address another?

What does the constitution say about notices in general? "All notices given under the provisions of this Constitution or the Bylaws or rules or regulations shall..."

Similarly, what do the bylaws say in context? Is there a different section for different types of meetings? Are we talking apple to apples?

 

I agree that any of these are possible, and would likely change the answer. I dealt only with the abstract hypothetical provided. 

 

12 hours ago, anon said:

In other words, can the intent of your documents be discerned sufficiently enough for a reasonable person exercising standard care to make a decision for proper action. The purpose of a meeting notice is normally to provide a reasonable amount of time for members to attend the meeting.

 

This is, indeed, a problem. Someone consulting only the bylaws does not have actual notice. Nonetheless, everyone has constructive notice, because anyone can consult the constitution, and can consult the parliamentary authority to find which one prevails. Of course, something should be changed here, because that's more work than should be needed to answer a simple question.

12 hours ago, anon said:

The potential for meeting notice conflicts may exist between the constitution and state law as well. Some state laws specifically address how to handle certain conflicts between the state law and the declaration or bylaws. After all, it is conflict we are seeking to avoid in specifying rules for anything.

 

It might, but I have no reason at the moment to think it does. I agree that a procedural statute will prevail, unless by its terms it does not.

13 hours ago, anon said:

I'm still trying to wrap me head around how the requirements could be interpreted to apply to both notice periods and call for two separate notices. This seems illogical to me in considering any intent not to inflict harm (inefficiency and confusion being considered a harm to me, but then, who am I in the order of things?).

 

I agree that an organization should not do this.

 

13 hours ago, anon said:

Would using the most generous advance notice avoid trouble with the members and any other interested parties?

Almost certainly, I'd say.

[anon]

I appreciate your vigorous participation in this discussion. Thank you!

[J. J.]

On 12/29/2019 at 3:03 PM, Richard Brown said:

As I think about it, I see how an argument can be made that a provision in the bylaws could perhaps validly provide more protection to the members than the constitution  provides  but cannot provide less protection than does the constitution. 

 

Following the longer notice requirements in the bylaws would be acceptable if they completely withing the notice requirement in the constitution.  Where there is a notice sent outside the constitution's notice requirement, e.g. sent out 12 days before the meeting, the notice is invalid.

The problem becomes when the assembly sends out notice with violates the bylaws, but not the constitution.  For example, sending out notice 55 days in advance clearly violates the bylaws, but not the constitution.  Such notice is clearly valid, because the constitutional provision applies.

Assume that the bylaws, instead of requiring a maximum of 50 days, permits the notice to be sent no later than 75 day.  That would provide additional notice, if the notice mailed out 70 days in advance.   The notice would still be invalid, however, because the constitution says that the earliest that the notice be sent is 60 days.  That is where there is a problem with the "more protection" argument.

[Gary Novosielski]

On 12/29/2019 at 7:20 PM, anon said:

Would using the most generous advance notice avoid trouble with the members and any other interested parties?

Ordinarily I'd say Yes, but since these notice requirements contain not only minimum but also maximum requirements, it's not obvious which one should be considered "more generous".

[anon]

2 hours ago, Gary Novosielski said:

Ordinarily I'd say Yes, but since these notice requirements contain not only minimum but also maximum requirements, it's not obvious which one should be considered "more generous".

I would assume too much advance notice is a recipe for disaster if delaying the meeting actions would cause a hardship on the members. In other words, the concern would be for business becoming stale.

[Dan Honemann]

On 12/28/2019 at 1:46 AM, paulmcclintock said:

Assume

• that a society's parliamentary authority is RONR,
• that the constitution requires a notice for meeting 14 to 60 days beforehand, and
• that the bylaws requires a notice for meetings 10 to 50 days beforehand.

1. Is a notice valid if sent 55 days beforehand?

2. Is a notice valid if sent 12 days beforehand?

3. Do both requirements have to be met, or does it suffice to only meet the constitution's requirements? (E.g., suppose there were no overlap, would 2 notices have to be sent?)

Rather than answer that the society has to vote to interpret their rules, assume that you are a member and that such a vote is pending; how would you debate and vote?

Thanks!

 

It seems to me that the answer to question No. 2 is no, since the constitution clearly requires no less than 14 days notice. As a consequence, nothing in the bylaws can validate a notice sent out less than 14 days prior to the meeting.

Question No. 1 is not so easy to answer. The constitution provides that any notice given more than 60 days prior to the meeting is invalid, and certainly nothing in the bylaws can validate a notice sent out more than 60 days prior to the meeting. But is this provision in the constitution also intended to mean that any notice sent out at least 14 days and not more than 60 days prior to the meeting is valid even if the organization adopts a bylaw provision saying that notices must not be sent out earlier than 50 days prior to the meeting? I don't know. I also don't know if this provision in the constitution is intended to mean that the organization cannot validly adopt a bylaw provision saying that at least 20 days notice is required.  

But since you say that I have to take a position on this, I think I'll vote in favor of the idea that this provision in the constitution means that any notice sent out at least 14 days and not more than 60 days prior to the meeting will be valid no matter what different time limits the bylaws may attempt to impose.