Principles of Interpretation (vote to apply)

[Guest Jordan Latham]

Is a vote required to apply a principle of interpretation to resolve an ambiguity in the bylaws?  If so, is a majority or 2/3rds required to pass?

[Josh Martin]

5 minutes ago, Guest Jordan Latham said:

Is a vote required to apply a principle of interpretation to resolve an ambiguity in the bylaws?  If so, is a majority or 2/3rds required to pass?

It is not in order to simply make a motion “to apply a principle of interpretation to resolve an ambiguity in the bylaws.” If a question of procedure arises during a meeting, a member may raise a Point of Order, which the chair would rule on. If a member disagrees with the chair’s ruling, he would move to Appeal from the decision of the chair. If seconded, this places the question before the assembly. After debate, the chair puts the question as “Shall the decision of the chair be sustained?” A majority vote in the negative is required to overturn the chair’s ruling. If the question of procedure involves an ambiguity in the bylaws, both the chair and the assembly may find the Principles of Interpretation useful in resolving the ambiguity.

It may be helpful if you could provide more details about the specific situation.

[Guest Jordan Latham]

We have two conflicting bylaws.  One says we are to hold officer elections on every odd calendar year.  The other bylaw imposes a 2 year term limit for elected officers.  If we don’t have elections this year in compliance with the former, we are out of compliance with the later meaning our officers will be serving in excess of 2 years.  Given that one makes the other irreconcilable, we wanted to use the principles of interpretation to justify proceeding with elections this calendar year.  Further it is our understanding that the intent of specifying the calendar year was to ensure elections happened biannually.  

[George Mervosh]

1 hour ago, Guest Jordan Latham said:

We have two conflicting bylaws.  One says we are to hold officer elections on every odd calendar year.  The other bylaw imposes a 2 year term limit for elected officers.  If we don’t have elections this year in compliance with the former, we are out of compliance with the later meaning our officers will be serving in excess of 2 years.  Given that one makes the other irreconcilable, we wanted to use the principles of interpretation to justify proceeding with elections this calendar year.  Further it is our understanding that the intent of specifying the calendar year was to ensure elections happened biannually.  

From what you've written, you simply have two provisions which conflict, not two provisions which require interpretation.  The proper course of action is to amend the bylaws to resolve this matter so that they no longer conflict.

[Guest Jordan Latham]

The issue is our bylaws do not permit amendments until May and elections are to be held in April.   Would it be plausible to argue one bylaw is more specific than another?  We will amend the bylaws in May, but elections are to happen no later than April of this year to allow for time to transition etc.

[George Mervosh]

7 minutes ago, Guest Jordan Latham said:

The issue is our bylaws do not permit amendments until May and elections are to be held in April.   Would it be plausible to argue one bylaw is more specific than another?  We will amend the bylaws in May, but elections are to happen no later than April of this year to allow for time to transition etc.

I would forget about these arguments.  When the election is actually pending at the April meeting, a motion to postpone the election until the May meeting would be in order.  In May, the bylaw amendments can be taken up first, followed by the election.  RONR (11th ed.),  p. 185.

[Josh Martin]

7 hours ago, Guest Jordan Latham said:

We have two conflicting bylaws.  One says we are to hold officer elections on every odd calendar year.  The other bylaw imposes a 2 year term limit for elected officers.  If we don’t have elections this year in compliance with the former, we are out of compliance with the later meaning our officers will be serving in excess of 2 years.  Given that one makes the other irreconcilable, we wanted to use the principles of interpretation to justify proceeding with elections this calendar year.  Further it is our understanding that the intent of specifying the calendar year was to ensure elections happened biannually.  

I am somewhat puzzled as to how this situation arose to begin with. If both rules were consistently followed, it would seem that this situation should not arise. I feel like we are missing some potentially relevant facts. Were the bylaws amended recently? Were these officers appointed to fill vacancies? Were the bylaws not followed in a previous year? When did the current officers’ terms begin?

To attempt to resolve this matter, it would be necessary to see exactly what the bylaws say regarding when elections are held and regarding the two year term limit.

5 hours ago, Guest Jordan Latham said:

The issue is our bylaws do not permit amendments until May and elections are to be held in April.   Would it be plausible to argue one bylaw is more specific than another?  We will amend the bylaws in May, but elections are to happen no later than April of this year to allow for time to transition etc.

I haven’t seen the exact wording of the rules in question yet, but both rules seem pretty specific to me.

Edited February 5, 2020 at 10:45 PM by Josh Martin

[Gary Novosielski]

Those two provisions don't seem to conflict, if they are both followed.  Apparently you did not hold elections in 2019.  So you need no special procedure to hold them now.  You're just a year late.  Better late than never.  Just do it.

And follow Mr. Mervosh's advice if you need to delay the election for an additional month.

Edited February 5, 2020 at 07:59 PM by Gary Novosielski

[Richard Brown]

On 2/5/2020 at 1:56 PM, Gary Novosielski said:

Those two provisions don't seem to conflict, if they are both followed.  Apparently you did not hold elections in 2019.  So you need no special procedure to hold them now.  You're just a year late.  Better late than never.  Just do it.

And follow Mr. Mervosh's advice if you need to delay the election for an additional month.

I agree with the response above by Mr. Novosielski. Just hold the elections as soon as possible. You should have done it last year, but didn’t. So do it now. Better late than never. Just do it.

As to when the terms will expire for those officers elected this year but who should have been elected last year, that depends upon the wording in your bylaws.

[Josh Martin]

On 2/5/2020 at 1:56 PM, Gary Novosielski said:

Those two provisions don't seem to conflict, if they are both followed.  Apparently you did not hold elections in 2019.  So you need no special procedure to hold them now.  You're just a year late.  Better late than never.  Just do it.

 

1 hour ago, Richard Brown said:

I agree with the response above by Mr. Novosielski. Just hold the elections as soon as possible. You should have done it last year, but didn’t. So do it now. Better late than never. Just do it.

Why are we certain that this is what happened?

[Richard Brown]

3 hours ago, Josh Martin said:

 

Why are we certain that this is what happened?

We aren’t. Guest Jordan Latham hasn’t told us exactly what happened. That seems to be a reasonable conclusion, but admittedly it is an assumption that I think both Mr. Novosielsky and I made.  As you stated in an earlier comment, more information would be helpful. 😊

Edited February 7, 2020 at 02:27 AM by Richard Brown
Reworded first sentence

[Gary Novosielski]

17 hours ago, Richard Brown said:

We aren’t. Guest Jordan Latham hasn’t told us exactly what happened. That seems to be a reasonable conclusion, but admittedly it is an assumption that I think both Mr. Novosielsky [sic] and I made.  As you stated in an earlier comment, more information would be helpful. 😊

That's right.  Somehow they got out of sync with their every-other-year schedule.  I presumed that this happened by delaying an election that should have been held, and not by holding an election a year before it should be. I did use the word "apparently" and would be glad to have confirmation of what actually occurred. .