Bylaws Interpretation & Suspension of Rules

[Mijoki]

There are two issues upon which your considered opinion would be welcome. I do not currently have access to the full text of RONR (12th ed.). Quotation of any relevant text would be much appreciated.

Issue I. A Post of an American Legion state organization, called a Department, is trying to get the Department's Executive Committee (DEC) to consider a resolution at the "second Department Executive Committee meeting" early next month. There is a dispute over the interpretation of the bylaws. Two relevant sections of the bylaws say:

Quote

 

Section 1:  Post Approval: Any resolution approved by a Post shall be in the proper format, including certification by the Post Adjutant and Commander as to the meeting date and approval, then submitted to Department Headquarters not less than 90 days prior to the opening date of the Convention, or the second Department Executive Committee meeting except for the requirements specified elsewhere for amendments to the Department Bylaws. The start of the convention will be when the Convention is called to order and convened.

Section 2: Department Action
A. Each resolution will be numbered in the order in which received, acknowledged by the Department Adjutant, and a copy maintained in a permanent Department Headquarters file.
B. The Department Adjutant shall review all resolutions for proper format and conformance.
C. Resolutions shall be mailed to all Posts, Past Department Commanders, Past National Department Executive Committeemen, and the Department Executive Committee members at least 60 days prior to Convention.

 

There is no dispute that the resolution was not submitted 90 or more "days prior to ... the second Department Executive Committee meeting." It was not.

Likewise, there is no dispute that the resolution was not submitted 90 or more "days prior to the opening date of the Convention." It was.

The resolution at issue does not propose to amend the bylaws.

The dispute is whether the 90 and 60 day deadlines are applicable to resolutions submitted to the DEC's upcoming second meeting. I contend that the comma placement, common sense, and context are dispositive in determining that the time restrictions are inapplicable to resolutions submitted to the second DEC meeting. Here's my argument:

          A. The comma after the phrase "opening date of the Convention" indicates "that not less than 90 days prior" applies only to resolutions submitted to Convention. Admittedly, the sentence in question is not a picture of clarity on this point.

          B. The Convention is a longer annual event with much larger attendance and more resolutions to be considered. It makes sense that an extended time period for receiving, processing, and distributing resolutions is required. The long periods make no so such sense for the second DEC meeting.

         C. The context supports arguments A and B above as Sect. 2, Para. C of the Bylaws makes no mention whatsoever of the resolutions submitted to the DEC's second meeting. It only requires distribution of resolutions "at least 60 days prior to Convention."

Is my reasoning here cogent and persuasive?

Issue II. The Bylaws specify that: "The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary guide of the Department and all bodies therein and apply in cases to which they are not inconsistent with the Bylaws adopted by the Department." Assuming for the sake of argument that the resolution is out of order because it was submitted "less than 90 days prior to the opening date of ... the second Department Executive Committee meeting" I contend the DEC has the authority under RONR to suspend, by a two-thirds vote, the time requirements specified in Sections 1 & 2 above as they are "rules of order" within the meaning of RONR (12th ed.) 2:8(4), 2:14, 25:7. Is my interpretation correct?

 

Edited January 25, 2021 at 10:44 AM by Mijoki

[Dan Honemann]

I have no intention of attempting to interpret your bylaws for you, but with respect to your Issue II, you may need to determine for yourself whether or not the 90 day notice requirement to which you refer is a rule protecting absentees as described in RONR (12th edition) 25:10. If so, it cannot be suspended.

RONR (12th ed.) 25:10 reads as follows:

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." 

RONR (12th ed.) 2:21 reads as follows:

"Rules of order—whether contained in the parliamentary authority or adopted as special rules of order—can be suspended by a two-thirds vote as explained in 25 (with the exceptions there specified). Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can (with the exceptions specified in 25) also be suspended by a two-thirds vote; but, except for such rules and for clauses that provide for their own suspension, as stated above, rules in the bylaws cannot be suspended."  (Emphasis supplied by me)
 

[Mijoki]

19 hours ago, Daniel H. Honemann said:

I have no intention of attempting to interpret your bylaws for you ...

Thank you for your response. Although it would not be unwelcome I did not request anyone to interpret the bylaws. I provided a summary of the dispute along with my own interpretation. I then invited others to offer their opinion on my analysis, particularly the question: "Is my reasoning here cogent and persuasive?"

As for the suspension of the rules issue I no see grounds in the Bylaws or RONR (12th ed.) 25:10 for treating the time requirements as "rules protecting absentees."

Edited January 26, 2021 at 09:29 AM by Mijoki
clarify