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TWO BYLAWS CONFLICT- ANOTHER DISPUTE...


star1441
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We are a small tradeorganization, with bylaws under Roberts Rules.

Our President died in office.

The bylaws deal with this situation in two places.

6.2D  says that in this case, the Vice President  shall "“Assume and discharge the duties, obligations and responsibilities of the
office of the President if it becomes vacant, "
 
One faction interprets this to mean that the V.P. will become
the President for the remainder of the term, because the bylaw does not say that it is interim,
or acting, but rather that the VP assumes the office of President if it becomes vacant.
 
The other faction points to another bylaw, that says:
5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting."
 
The second faction claims that the two bylaws are complementary, and the second takes over where the first leaves off.
 
If indeed 6.2D,   " does not indicate that it is interim or acting but rather that the VP assumes the office of
President if it becomes vacant."
Then by the same token, it does not indicate that the V.P. will then fill the rest of the president's term.
 
And it does not say such a thing, because the other bylaw,5.2 H, takes up the narrative.
So, after the VP assumes the office, per 6. 2D, in orderthey say,  to avoid a state of vacancy, the other
bylaw  (5.2H) takes over and details how to elect a new president.
 
The two bylaws are not mutually exclusive, 'either/or', but rather complementary.
Yes, they say, when a president is out, the VP 'assumes office', but only as a temporary stand-in until
the second bylaw takes over.
6.2D  does not say 'assumes office for the remainder of the term'. It could have said so,but did not.
Rather, the VP assumes office only for the bridge period, between death (in this case) and special
election, a month or so later.
 
Here is the bylaw (emphases added):
5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting.
 
The second faction maintains:
 
When the Prez is out, VP 'assumes office' and holds it for the transition period, until the new Prez
is ("shall") elected in a special election. Sssshall, not may.
 

In addition, the first faction also claims that there is a separate rule for the President, 

different from the other offices.

The second  faction holds that  5.2H does not make such a distinction.
It puts all four offices on an equal basis, twice:
First, when it says "shall declare an office", (no exemption for the President's office), 
and then: "A vacancy in any of the elected offices shall be filled".
Twice ANY, no exemption, and twice SHALL.
 
What do you say?
Looking at the two bylaws, should the Vice President become President for the remainder of the term,
Or should the V.P. act as an interim President , only until we hold a special election to choose a new President for the rest of the term?
Thanks,
 
Yoram
star1441

 


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RONR contains Principle  of Interpretations for bylaws.

One of them is, "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR 11th ed., p. 589, lines 17-18)

This strongly suggests that the specific rule on vacancy in office of president (6.2D) is of more authority than the general rule on vacancies (5.2H). In other words, the vice-president becomes the president.

There are other principles that may affect the interpretation of these two bylaws, and other parts of the bylaws that we haven't seen may also affect this advice.

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9 hours ago, Atul Kapur said:

RONR contains Principle  of Interpretations for bylaws.

One of them is, "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR 11th ed., p. 589, lines 17-18)

This strongly suggests that the specific rule on vacancy in office of president (6.2D) is of more authority than the general rule on vacancies (5.2H). In other words, the vice-president becomes the president.

There are other principles that may affect the interpretation of these two bylaws, and other parts of the bylaws that we haven't seen may also affect this advice.

I concur, and I would add that in addition to this, RONR has the following to say on this particular topic:

"In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." (RONR, 11th ed., pg. 458, emphasis in original)

A rule which refers to filling a vacancy "in any of the elected offices" does not expressly refer to the office of President.

So unless there is something else in the bylaws we are not aware of, it seems quite clear to me that in the event of a vacancy in the office of President, the Vice President becomes President for the remainder of the term, and a special election will need to be held to fill the vacancy in the office of Vice President.

Edited by Josh Martin
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