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THE TRAP IN RRONR-11's SAMPLE BYLAWS:

Robert's Sample Bylaws contain a Trap!

Article V, Section 1, states that "The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive, unless otherwise ordered by the Society" -- that is, the Society has the power to change the date of an individual regular meeting at need. (And, BTW, kudos to them for adding the word "inclusive"!)

This is perfectly fine. BUT, the Trap comes in Section 2: "The regular meeting on the second Tuesday in April shall be known as the annual meeting, and shall..." Take note! By specifying an exact day ("second Tuesday in April"), this provision unwittingly removes the Society's power to alter the meeting date in the particular case of the annual meeting, because this provision requires that the annual meeting must be held on the second Tuesday in April!

 

This has long been a pet peeve of mine!

 

Excising a mere four words corrects this:

"I hereby move to amend Article V, Section 2 of the Sample Bylaws, by striking out the words 'on the second Tuesday.' "

That leaves us with, "The regular meeting in April shall be known as the annual meeting, and shall...,"

...Which is perfectly fine, because the term "regular meeting" is already defined in Section 1. 

Better still, by not specifying any specific day for that "regular meeting," this wording preserves the Society's power, at need, to change the date even of the annual meeting.

And, by the way -- it's much better to use "must" or "will," rather than "shall."

--TheGrandRascal

Edited by TheGrandRascal
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Posted (edited)
On 4/1/2020 at 12:48 PM, Daniel H. Honemann said:

RRONR?

As in, "Robert's Rules of Order Newly Revised."

RRONR is a perfectly standard abbreviation used here.

RRONR-11 refers to the 11th edition.

Edited by TheGrandRascal
Expanded upon explanation of abbreviation.
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On 5/10/2020 at 4:16 AM, TheGrandRascal said:

As in, "Robert's Rules of Order Newly Revised."

RRONR is a perfectly standard abbreviation used here.

RRONR-11 refers to the 11th edition.

RONR is among the standard abbreviations used here.

RRONR, to the best of my knowledge, is not.

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On 5/10/2020 at 3:16 AM, TheGrandRascal said:

As in, "Robert's Rules of Order Newly Revised."

RRONR is a perfectly standard abbreviation used here.

RRONR-11 refers to the 11th edition.

 

On 4/1/2020 at 11:48 AM, Daniel H. Honemann said:

RRONR?

Mr. Rascal, I am in the top 5 posters on this message board and I assure you that the accepted and correct citation (and abbreviation) of Robert's Rules of order Newly Revised is RONR, not RRONR.  I have  never seen one of our regular posters or a professional or credentialed parliamentarian use RRONR.  The book itself tells you  on the third unnumbered page just inside the cover that its official citation is RONR.

Here is the official citation from the book itself on the page I referred to:

CITE THIS BOOK     
with page and line numbers as
in the following example:     
RONR (11th ed.), p. 449, ll. 12–14     

Edited to add:  FYI, Daniel Honemann, who commented above, is one of the authors of both the  10th and 11th editions.  I think he knows what he is talking about and I understand his surprise at your insistence that the correct abbreviation of "his" book  is RRONR.  

 

Edited by Richard Brown
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On 5/17/2020 at 9:32 PM, Richard Brown said:

Edited to add:  FYI, Daniel Honemann, who commented above, is one of the authors of both the  10th and 11th editions.  I think he knows what he is talking about and I understand his surprise at your insistence that the correct abbreviation of "his" book  is RRONR.  

 

Some things need mansplaining.

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Setting aside questions of cognoscence, I second the motion.  While the society certainly as the right to adopt bylaws setting their annual meeting to a specific day, this is disharmonious with the other section.  In fact, in 2020, The second Tuesday in April overlaps a major holiday in Judaism. (Also 2023, 2028, 2031, ...)  We know that defaults get used inappropriately.  If a society wants to make an exception regarding their right to set the date of their annual meetings, okay, but let us not recommend bylaws that reduce the flexibility to deal with difficulties such as obtaining a venue, or working around matters which are not fixed on the calendar in question.

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On 6/2/2020 at 1:54 AM, Nathan Zook said:

Setting aside questions of cognoscence, I second the motion.  While the society certainly as the right to adopt bylaws setting their annual meeting to a specific day, this is disharmonious with the other section.  In fact, in 2020, The second Tuesday in April overlaps a major holiday in Judaism. (Also 2023, 2028, 2031, ...)  We know that defaults get used inappropriately.  If a society wants to make an exception regarding their right to set the date of their annual meetings, okay, but let us not recommend bylaws that reduce the flexibility to deal with difficulties such as obtaining a venue, or working around matters which are not fixed on the calendar in question.

I respectfully but strongly disagree. The first two Sections of Article V of the sample bylaws provide as follows:

         Section 1. Regular Meetings. The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive unless otherwise ordered by the Society. 
         Section 2. Annual Meetings. The regular meeting on the second Tuesday in April shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. 

The reference at the beginning of Section 2 to "[t]he regular meeting on the second Tuesday in April" is clearly intended simply to refer to the meeting regularly scheduled to be held on the second Tuesday in April, and to interpret it as negating what is said in the preceding section concerning the power which the society has reserved to itself to reschedule the date fixed for this meeting suggests an inclination to find problems where none exist. In my opinion, this language in Section 2 is not susceptible to any other meaning than the one which I have just ascribed to it, but even if it is, to interpret it as negating what is said in the preceding section is to ignore the following excellent advice found on page 589 of RONR:

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

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17 minutes ago, Daniel H. Honemann said:

I respectfully but strongly disagree. The first two Sections of Article V of the sample bylaws provide as follows:

         Section 1. Regular Meetings. The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive unless otherwise ordered by the Society. 
         Section 2. Annual Meetings. The regular meeting on the second Tuesday in April shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. 

The reference at the beginning of Section 2 to "[t]he regular meeting on the second Tuesday in April" is clearly intended simply to refer to the meeting regularly scheduled to be held on the second Tuesday in April, and to interpret it as negating what is said in the preceding section concerning the power which the society has reserved to itself to reschedule the date fixed for this meeting suggests an inclination to find problems where none exist. In my opinion, this language in Section 2 is not susceptible to any other meaning than the one which I have just ascribed to it, but even if it is, to interpret it as negating what is said in the preceding section is to ignore the following excellent advice found on page 589 of RONR:

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

I'm not so sure that the OP's interpretation is "absurd." And what about Principle of Interpretation #3, on p. 589: "A general statement or rule is always of less authority than a specific statement or rule and yields to it." Wouldn't this suggest that the specific rule in Section 2 prevails over the general rule in Section 1? The issue easily could be avoided if the sample bylaws deleted "on the second Tuesday" in Section 2.

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Just now, Weldon Merritt said:

I'm not so sure that the OP's interpretation is "absurd." And what about Principle of Interpretation #3, on p. 589: "A general statement or rule is always of less authority than a specific statement or rule and yields to it." Wouldn't this suggest that the specific rule in Section 2 prevails over the general rule in Section 1? The issue easily could be avoided if the sample bylaws deleted "on the second Tuesday" in Section 2.

Principle of Interpretation #3 is not at all applicable. There is no "specific rule" in Section 2 of Article V (nor in Section 2 of Article IV, for that matter) which conflicts in any way with anything that is said in Section 1 of Article V. Merely making reference to a meeting regularly scheduled to be held on a certain date does not create a rule that it must be held on that date.

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5 hours ago, Daniel H. Honemann said:

Principle of Interpretation #3 is not at all applicable. There is no "specific rule" in Section 2 of Article V (nor in Section 2 of Article IV, for that matter) which conflicts in any way with anything that is said in Section 1 of Article V. Merely making reference to a meeting regularly scheduled to be held on a certain date does not create a rule that it must be held on that date.

OK; I'll buy that. But it still seems preferable to omit the specific day in Section 2 of both articles. Since the regular meeting day is specified in Article V, Section 1, it seem superfluous to include it in other locations. Why not just say "the regular meeting in April" (Or, in Article IV, "in February")? 

Actually, I prefer not to list the specific day in the bylaws at all. Instead, I prefer something like "the society shall meet monthly at a date, time, and location specified in the standing rules."  Then the details can be placed in the standing rules.

The other thing that should be kept in mind is that the sample bylaws are just that, a sample. They certainly don't have to be copied slavishly.

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I think that this debate is really symptomatic of a deeper issue--redundancy.  The redundancy of mentioning the second Tuesday in both places violates what we programmers call "having a single source of truth".   Certainly, in the example, these two mentions are in adjacent rules--currently.  But having this same matter mentioned twice invites an amendment that changes one but not the other--something that we know happens.

As for my interpretation, under the principle "what is present is meant to be present, and what is absent is meant to be absent", the mention of the specific date for the annual meeting is superfluous if the body has the right to change it.  This drives me to interpret the bylaws such that the rule permitting the society to set the date is the general rule, and the rule setting the date for the April meeting is the specific rule, and thus controlling.

 

 

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On 5/17/2020 at 11:32 PM, Richard Brown said:

 

Mr. Rascal, I am in the top 5 posters on this message board and I assure you that the accepted and correct citation (and abbreviation) of Robert's Rules of order Newly Revised is RONR, not RRONR.  I have  never seen one of our regular posters or a professional or credentialed parliamentarian use RRONR.  The book itself tells you  on the third unnumbered page just inside the cover that its official citation is RONR.

Here is the official citation from the book itself on the page I referred to:

CITE THIS BOOK     
with page and line numbers as
in the following example:     
RONR (11th ed.), p. 449, ll. 12–14     

Edited to add:  FYI, Daniel Honemann, who commented above, is one of the authors of both the  10th and 11th editions.  I think he knows what he is talking about and I understand his surprise at your insistence that the correct abbreviation of "his" book  is RRONR.  

 

I stand corrected. My apologies.

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On 6/4/2020 at 10:28 AM, Daniel H. Honemann said:

I respectfully but strongly disagree. The first two Sections of Article V of the sample bylaws provide as follows:

         Section 1. Regular Meetings. The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive unless otherwise ordered by the Society. 
         Section 2. Annual Meetings. The regular meeting on the second Tuesday in April shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. 

The reference at the beginning of Section 2 to "[t]he regular meeting on the second Tuesday in April" is clearly intended simply to refer to the meeting regularly scheduled to be held on the second Tuesday in April, and to interpret it as negating what is said in the preceding section concerning the power which the society has reserved to itself to reschedule the date fixed for this meeting suggests an inclination to find problems where none exist. In my opinion, this language in Section 2 is not susceptible to any other meaning than the one which I have just ascribed to it, but even if it is, to interpret it as negating what is said in the preceding section is to ignore the following excellent advice found on page 589 of RONR:

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

My view is that if there is even the possibility of confusion or conflict in this matter -- if it is even the tiniest bit ambiguous -- then that more than amply justifies the amendment proposed. Why risk buying trouble?

Edited by TheGrandRascal
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On 6/5/2020 at 1:29 PM, Nathan Zook said:

I think that this debate is really symptomatic of a deeper issue--redundancy.  The redundancy of mentioning the second Tuesday in both places violates what we programmers call "having a single source of truth".   Certainly, in the example, these two mentions are in adjacent rules--currently.  But having this same matter mentioned twice invites an amendment that changes one but not the other--something that we know happens.

As for my interpretation, under the principle "what is present is meant to be present, and what is absent is meant to be absent", the mention of the specific date for the annual meeting is superfluous if the body has the right to change it.  This drives me to interpret the bylaws such that the rule permitting the society to set the date is the general rule, and the rule setting the date for the April meeting is the specific rule, and thus controlling.

 

 

Seems to me that the issue here is not so much redundancy -- because there can be occasions when it makes good sense to be redundant -- rather, the issue here seems to be unnecessary redundancy. That's just begging for trouble.

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There seems to be a disagreement here as to whether or not the verbiage I've cited does, or whether it does not, create a legitimate and honest-to-goodness ambiguity within the Sample Bylaws... just as, I am quite sure, there would be a similar disagreement within the Sample Society, if it actually existed.

That interests me, in part, because while RONR clearly says that only a simple majority vote is needed to resolve an ambiguity, it says nothing at all about the vote needed to decide whether an ambiguity actually exists! No doubt a majority vote would be needed here, too, but it'd be nice if Robert's Rules gave some guidance on how an assembly is supposed to resolve such an issue.

The other reason that this intrigues me, is that there are a few interesting ways in which the Robert's Rules Association can respond to this thread.

1. No ambiguity -- ignore thread.

2. Ambiguity: resolve by removing the proposed ambiguous text ("Motion carried").*

3. Retain the ambiguous text, and use it to illustrate the manner in which possible Bylaw ambiguities are resolved.

 

One thing I notice is that this thread clearly suggests that, absent a clear and overwhelming consensus, there would probably need to be two votes -- the first to establish that an ambiguity actually exists, and the second to decide how that ambiguity should be resolved. And, of course, as "resolving the ambiguity" does not, in itself, amend the Bylaw (since RONR suggests its prompt amendment), there will need to be yet a third vote (actually amending the Bylaw) before the matter can finally be put to bed!

All told, pretty good reasons to avoid ambiguity in one's Bylaws...

-----

* By "Motion carried," I'm of course referring to the "motion" I posed in my original post.

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1 hour ago, TheGrandRascal said:

One thing I notice is that this thread clearly suggests that, absent a clear and overwhelming consensus, there would probably need to be two votes -- the first to establish that an ambiguity actually exists, and the second to decide how that ambiguity should be resolved.

That's not how that works.

Of course, as you note, the ultimate way to resolve an ambiguity in the bylaws is by amending them, and this follows the rules for amending the bylaws. These should be specified in the bylaws themselves, and if not, it requires a 2/3 vote with notice or a vote of a majority of the entire membership.

The only other manner in which an ambiguity in the bylaws may be resolved (albeit not as satisfactorily as by amending the bylaws) is by means of a Point of Order, followed by an Appeal if necessary, regarding the particular language in question if and when a conflict regarding that language arises. In the situation discussed here, for instance, it would presumably arise when a member makes a motion to reschedule the upcoming annual meeting for a different date. Another member raises a Point of Order, alleging that the motion is out of order because the bylaws specify that the annual meeting is held on the second Tuesday in April. The chair rules the point not well taken and explains his reasoning, presumably something similar to what Mr. Honemann has stated here. The member who raised the Point of Order then moves to Appeal from the decision of the chair. This motion is seconded, and the assembly could then proceed to debate the merits of the appeal, and ultimately vote on whether to sustain the ruling of the chair.

So there are not separate votes "to establish that an ambiguity actually exists" and "to decide how that ambiguity should be resolved." There is just one vote which decides both questions. How to interpret the assembly's decision (and therefore whether amendments to the bylaws are necessary) might depend on the specific facts. Let's suppose I am a member of such an assembly. I think I would interpret the following two scenarios very differently.

Scenario A: After the Appeal is pending, the chair repeats his reasoning. The mover and seconder explain why they disagree with the chair's reasoning. Another member or two speaks agreeing with the chair's reasoning. After this, it quickly becomes apparent that no one else intends to speak in opposition to the chair's ruling. The assembly proceeds to a vote and the assembly overwhelmingly votes to sustain the chair's ruling. Based on these facts, I might conclude that the assembly has determined that no ambiguity exists, and that the precedent from this ruling should be sufficient to govern this question in future cases.

Scenario B: After the Appeal is pending, the chair repeats his reasoning. The mover and seconder explain why they disagree with the chair's reasoning. The debate continues for some time, with numerous members speaking on both sides. The assembly proceeds to a vote and the chair's ruling is either sustained or overturned, but in either case the vote is extremely close, with only a few votes making the difference. Based on these facts, I might conclude that it is clear that there is ambiguity as to the meaning of this provision in the minds of the assembly (whatever my personal opinions on it might be), and therefore it would be prudent to instruct the bylaws committee (or a special committee appointed for the purpose, if no such committee exists) to draft amendments clarifying this language in the bylaws.

For what it is worth, I am inclined to agree with Mr. Honemann and others that there is no ambiguity in the language as written. The language in question concerning the annual meeting which is alleged to create the problem merely states that "The regular meeting on the second Tuesday in April shall be known as the annual meeting." This language is quite plainly stating the regular date for the annual meeting and stating which of the regular meetings of the society is the annual meeting, not providing an exception to the assembly's authority to reschedule meetings. While I can see how someone who was looking for some loophole to force the society to meet on this date might look at this language as a means of accomplishing this end, I do not believe any reasonable person who was seeking to truly understand the meaning of this provision in context would come to such a conclusion.

Edited by Josh Martin
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