What if Council’s interpretation of a bylaw doesn’t make sense?

[Guest ConfusedStudent]

Recently my student council ruled that the provision listed below was satisfied by an email sent to students the day the election nominations closed reminding students of the deadline.

“If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” 

I don’t understand  how a reminder email before nominations closed (which didn’t inform members that nominees were running unopposed) could satisfy this provision. I understand that the council is free to interpret their own bylaws but do they have an obligation to interpret them in a manner that upholds the intent of the provision? What is the intent of this provision if not to make it clear to members that nominees were running unopposed and make an all call for further nominations? 􏱁􏱙 􏱚􏱂􏱛 􏱅􏱍􏱑􏱘 􏱅􏱍􏰿 􏱏􏰿􏱀􏱁􏱅􏱍 􏱂􏱁 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏰿􏱄􏱙 􏰛􏱃􏰿 􏰙􏱃􏰓􏱂􏱀􏱙 􏰓􏱛􏰛􏰿􏱀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱛􏱎􏱀􏰛􏱃􏰿􏱀 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏱁􏱙 􏱁􏱂􏰾􏱏􏱑􏱘 􏱄􏰿􏱒􏱑􏰓􏱀􏰿􏱁 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀 􏰿􏱍􏱁􏱎􏱀􏱂􏱍􏱔 􏰛􏱃􏰓􏰛 􏱍􏱅 􏰾􏰿􏰾􏰴􏰿􏱀􏱁 􏰇􏱂􏱁􏱃 􏰛􏱅 􏰾􏰓􏱆􏰿 􏱄􏰿 􏰛􏱃􏰓􏰛 􏰛􏱃􏰿 􏱍􏱅􏰾􏱂􏱍􏰿􏰿 􏱂􏱁 􏰿􏱑􏰿􏱒􏰛􏰿􏱄􏱙 􏰛􏱃􏱎􏱁 􏰿􏱛􏱛􏰿􏱒􏰛􏱂􏱍􏱔 􏰿􏱑􏰿􏱒􏰛􏱂􏱅􏱍 􏰴􏱘 􏱎􏱍􏰓􏱍􏱂􏰾􏱅􏱎􏱁 􏱒􏱅􏱍􏱁􏰿􏱍􏰛 􏱅􏱀 􏰓􏱒􏱒􏱑􏰓􏰾􏰓􏰛􏱂􏱅􏱍􏰀􏱜 􏰵􏱍 􏱂􏰛􏱁 􏱀􏰿􏱁􏱏􏱅􏱍􏱁􏰿􏱙 􏰛􏱃􏰿 􏰙􏱅􏱎􏱍􏱒􏱂􏱑 􏱒􏱑􏰓􏱂􏰾􏱁 􏱂􏰛 􏱛􏱎􏱑􏱛􏱂􏱑􏱑􏰿􏱄 􏱂􏰛􏱁 􏱅􏰴􏱑􏱂􏱔􏰓􏰛􏱂􏱅􏱍􏱁 􏰴􏱘 􏱚􏱁􏰿􏱍􏱄􏱂􏱍􏱔 􏰓 􏱀􏰿􏰾􏱂􏱍􏱄􏰿􏱀 􏰿􏰾􏰓􏱂􏱑 􏱀􏰿􏱔􏰓􏱀􏱄􏱂􏱍􏱔 􏱍􏱅􏰾􏱂􏱍􏰓􏰛􏱂􏱅􏱍􏰀

[Atul Kapur]

First, I find the council's interpretation reasonable, in my opinion. I read the intent as to offer an opportunity to others to make a nomination. I do not read in the quoted passage a requirement that the chair (or council, in your case) explicitly point out that there is only one nomination.

In any case, the council is the final interpreter of its own rules, according to RONR.

Edited August 21, 2020 at 01:58 PM by Atul Kapur
Clarified first paragraph is opinion

[Richard Brown]

I think we need more information before we can make such a definitive statement as my friend Dr. Kapur made in his comment above. I feel like context is missing and there may be more to this than we have been  told. The quoted bylaw provision sounds like a provision which is used in an election that is taking place at an actual meeting at which nominations  are being taken from the floor.. It seems to me that provision is either poorly drafted or it is intended to apply to an actual meeting. I’m  uncomfortable saying at this point that the council’s  interpretation is correct and that’s the end of it. I think more information as to how and when the actual election takes place might be helpful.

Edited August 21, 2020 at 12:54 PM by Richard Brown
Typographical correction And added last sentence

[Atul Kapur]

Richard, the only definitive statement I made is that

Quote

In any case, the council is the final interpreter of its own rules, according to RONR.

The first paragraph was simply my opinion, which is that the council's interpretation was reasonable.

[Josh Martin]

4 hours ago, Guest ConfusedStudent said:

Recently my student council ruled that the provision listed below was satisfied by an email sent to students the day the election nominations closed reminding students of the deadline.

“If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” 

I don’t understand  how a reminder email before nominations closed (which didn’t inform members that nominees were running unopposed) could satisfy this provision. I understand that the council is free to interpret their own bylaws but do they have an obligation to interpret them in a manner that upholds the intent of the provision?

The rule does not appear to specifically require that the notification specifically indicate the fact that nominees are running unopposed. Provided that the council's rules provide that the nominations and elections in question are held by absentee means (which I expect is the case), I concur with Dr. Kapur that the council's provision appears to be reasonable, and in any event the council is the body which interprets its bylaws.

As to the question regarding intent, RONR says the following on that subject:

"Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable." (RONR, 11th ed., pgs. 588-589)

4 hours ago, Guest ConfusedStudent said:

What is the intent of this provision if not to make it clear to members that nominees were running unopposed and make an all call for further nominations?

The council is presumably in a better position to know the intent of a provision they wrote than I am, but it would seem to me the intent of the provision is to "ensur[e] that no members wish to make further nominations." The rule does not specify the manner in which this is accomplished. I believe it could be reasonably interpreted that "an email sent to students the day the election nominations closed reminding students of the deadline" satisfies this requirement.

If the council feels it is desirable to make it more explicit what is required by the rule, then the rule may be amended.

2 hours ago, Richard Brown said:

I think we need more information before we can make such a definitive statement as my friend Dr. Kapur made in his comment above. I feel like context is missing and there may be more to this than we have been  told. The quoted bylaw provision sounds like a provision which is used in an election that is taking place at an actual meeting at which nominations  are being taken from the floor.. It seems to me that provision is either poorly drafted or it is intended to apply to an actual meeting. I’m  uncomfortable saying at this point that the council’s  interpretation is correct and that’s the end of it. I think more information as to how and when the actual election takes place might be helpful.

It sounds like what is occurring here is nominations and elections by the full student body rather than by the council, and such nominations and elections are likely conducted by absentee means, since often the student body as a whole does not have meetings.

[Joshua Katz]

3 hours ago, Atul Kapur said:

In any case, the council is the final interpreter of its own rules, according to RONR.

 

19 minutes ago, Josh Martin said:

It sounds like what is occurring here is nominations and elections by the full student body rather than by the council, and such nominations and elections are likely conducted by absentee means, since often the student body as a whole does not have meetings.

Whose bylaws are they? Is the council in the nature of a board for an organization consisting of all students, in which case the assembly would be the final interpreter? Or are the bylaws for the council as an independent organization?

[Josh Martin]

7 minutes ago, Joshua Katz said:

Whose bylaws are they? Is the council in the nature of a board for an organization consisting of all students, in which case the assembly would be the final interpreter? Or are the bylaws for the council as an independent organization?

Only the OP will know the answer for this particular student organization, but often the situation is neither of these. A better analogy is often the relationship between the residents of a city and the city council. That is, the students are permitted to elect the members of the council and possibly to vote on certain other matters such as referendums and constitutional amendments, but there is no assembly or meeting of the student body as a whole.

[Gary Novosielski]

6 hours ago, Guest ConfusedStudent said:

Recently my student council ruled that the provision listed below was satisfied by an email sent to students the day the election nominations closed reminding students of the deadline.

“If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” 

I don’t understand  how a reminder email before nominations closed (which didn’t inform members that nominees were running unopposed) could satisfy this provision. I understand that the council is free to interpret their own bylaws but do they have an obligation to interpret them in a manner that upholds the intent of the provision? What is the intent of this provision if not to make it clear to members that nominees were running unopposed and make an all call for further nominations? 

It seems to me that the question centers on "ensuring that no members wish to make further nomination".  I may be reading a lot into this, but I wonder how I as a member could be called upon to make (or refrain from making) further nominations if I am not fully informed on what the existing nominations are."

I agree with my colleagues who have pointed out that the assembly itself is the ultimate judge of interpretation. 

I would only add one additional quote from RONR that may (or may not) be relevant to this situation.

Quote

After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor. This is another stage of nomination and election procedure for which a number of details should be established by rule or custom of the particular organization. In many organizations, nominations from the floor are called for immediately after the presentation of the nominating committee’s report—while the election is pending or earlier. When the calling for nominations from the floor is about to begin, if some time has elapsed since the presentation of the nominating committee’s report, the complete list of the committee’s nominations should be read again before further nominations are called for.

It sounds like you do not use a nominating committee, as such, but it sounds like your bylaws do attempt to embody the idea that, upon learning the nominations made, the chair must then check for further nominations.  It clearly says that this may be done while the election is pending, or earlier, which seems to allow for written (i.e., email) notice (at least for those who have agreed to receive notice by email.)  But it does appear that the additional nominations are presumed to be made with full knowledge of who has already been nominated. 

It seems to me that in order to make a reasonable decision on whether to nominate someone, a member would need to know whether the list of nominees is sufficient to allow the election of a good candidate.  So I would expect that if this were done by email, it would go beyond a simple reminder of a deadline, and rather contain a clear request for additional names, given the list as it stands at that point.

But I stress again that I am not a member of your organization, and am unfamiliar with you customs and rules taken as a whole.  Your assembly is the final judge of interpretations.

Edited August 21, 2020 at 04:52 PM by Gary Novosielski

[Guest Confused Student]

Hi! Thank you all for responding. Here are some answers to your questions and more context. 
 

The council does not have a election committee. Rather, elections and nominations are open to the student body. If it seems like these bylaws are poorly drafted it is because they were pulled from another source and (according to a council member) were not read by the council until this nomination issue was pointed out. 
 

The issue arose after election nominations closed and the Council sent out an email listing the candidates who were nominated. Specially, the email said “these are the nominees running for student council. If you would like to oppose your nominee please send us an before Monday.” 
 

A number of students believed the council’s email was calling for more nominees. However, the council (after reading their bylaws for the first time) state’s that this email was not an all call for nominees and that their reminder email technically satisfied the cited bylaw provision. This of course confused more students because the council mentioned they hadn’t read their bylaws before. In other words, the council sent the reminder email before they were aware of the bylaw requirement.

When asked what was the purpose of asking students to oppose their nominees the council merely stated that it was done previously and they presumed if enough students reached out they would possibly reconsider. 
 

Thank you all for your help! A lot of us students are trying to figure out what to do here because it seems to us the opposition request was meant to satisfy that provision of the bylaws and not the reminder email but it’s hard to know when no one on the council read the bylaws before hand. 

[Josh Martin]

29 minutes ago, Guest Confused Student said:

The council does not have a election committee. Rather, elections and nominations are open to the student body.

Could you please confirm whether the student body itself ever meets as an assembly? I am assuming the answer is "no" based upon my own experiences with such groups, but it would be nice to have confirmation.

29 minutes ago, Guest Confused Student said:

If it seems like these bylaws are poorly drafted it is because they were pulled from another source and (according to a council member) were not read by the council until this nomination issue was pointed out. 

In this event, it seems there was no "intent" whatsoever in adopting this provision, so "intent" will not be very helpful in interpreting the meaning of this provision.

29 minutes ago, Guest Confused Student said:

A lot of us students are trying to figure out what to do here because it seems to us the opposition request was meant to satisfy that provision of the bylaws and not the reminder email but it’s hard to know when no one on the council read the bylaws before hand. 

Since apparently no one, even the council, has any idea what this rule is supposed to mean, I agree that it will indeed be difficult to know whether the email in question satisfies the requirement. As previously noted, however, the council is the ultimate judge of its own rules (assuming there is no superior assembly to judge these matters). It would seem prudent for the council to review this rule and amend it in the future for clarity.

Edited August 21, 2020 at 06:42 PM by Josh Martin

[Dan Honemann]

18 minutes ago, Josh Martin said:

. It would seem prudent for the council to review this rule and amend it in the future for clarity.

Good luck with that.

[Joshua Katz]

It seems clear to me that an email listing the nominees and directing people on when they must write to "oppose your nominee," if not followed by an actual opportunity to nominate people, does not satisfy:

10 hours ago, Guest ConfusedStudent said:

“If only one person is nominated, the Chair, after ensuring that no members wish to make further nominations, simply declares that the nominee is elected, thus effecting election by unanimous consent or acclamation.” 

 

I can't say much else, but I don't see any reasonable argument that the email, without an opportunity to nominate people, ensures that no members wish to make further nominations.

[Josh Martin]

58 minutes ago, Joshua Katz said:

It seems clear to me that an email listing the nominees and directing people on when they must write to "oppose your nominee," if not followed by an actual opportunity to nominate people, does not satisfy:

I can't say much else, but I don't see any reasonable argument that the email, without an opportunity to nominate people, ensures that no members wish to make further nominations.

It sounds like more than one email was sent. If this one wasn't good enough, perhaps the other one was.

4 hours ago, Guest Confused Student said:

A lot of us students are trying to figure out what to do here because it seems to us the opposition request was meant to satisfy that provision of the bylaws and not the reminder email but it’s hard to know when no one on the council read the bylaws before hand. 

In any event, the facts as they are presented so far still suggest that the council is the proper body to determine the meaning of the rule in question, and the council's interpretation is that the rule has been satisfied. Since I am not privy to the full rules of the council or the full facts of the situation, I don't think I am in a position to second-guess this judgment. I continue to believe that "it could be reasonably interpreted that "an email sent to students the day the election nominations closed reminding students of the deadline" satisfies the requirement."

If students disagree, then I would suggest they lobby their council members for an alternate interpretation.

I would also be interested to know what exactly is the issue which gives rise to this conflict in the first place. What exactly is it that the students want to happen now?

Edited August 21, 2020 at 10:30 PM by Josh Martin