Conflicts in written by-laws of boat club

[Gerry]

This has been a very complex issue and as by-law chair, I need to lead the way to fix it. As a marina, members have slips. It is clearly stated in a very established and old by-law - "Members cannot rent their boat slip... (attached by-laws - Article 4, Section 7, first paragraph, last sentence). This was an original by-law and has been around for multiple decades.

10-15 years ago some members bought boat lifts based on this by-law that I think was created after the fact of original lifts placed:

 Section 11 – Lift owners a) Lift owners cannot turn in their slip for refund unless they remove all or part of the lift so as to render it practical for use by others. b) In the event that the member wishing to relinquish his slip, and who owns and has installed a mechanical lift on said slip, shall be required to remove all or parts of the lift so as to render it practical for use by others. Alternatively, the lift owner may make private arrangements so as to allow for use of his lift. This arrangement, including all financial, liability, or any other ramifications will be between the private parties and will not involve the club, except perhaps to accommodate such arrangement by making any necessary slip assignment changes..."

We have associates in line to become members and they get any vacant slips not used by  members in any given year and there is a seniority list for this.

The challenge is that members with lifts are renting to some of these associates (based on by-law above) who are down the seniority list and bypassing other associates who deserve available lifts. We cannot get the 2/3s vote to provide guidance (suggested by-law addition) about  about getting lift owners to rent their slips according to associate seniority list as lift owners are saying they have the right to decide who rents their lift as long as a member or associate. I have to do more research but I think the by-law chair who championed this may have been a lift owner if that means anything.

As we still try to place more specifics in place by getting 2/3 vote on more guidance, I am still trying to determine the default. Does the established and older by-law of no slips can be rented (and therefore neither can the lift on it) or the newer by-law that implies lift owners can rent to whoever is  in the club  be the default until resolved?

 

 

BYLAWSFINALedit2-10-2021-2020CMBC BYLAWS.pdf

[Gerry]

Test

[Rob Elsman]

It seems like most everyone is happy about the situation as is.  An aggrieved member might want to consult with an attorney to see if he has suffered compensable damages and if he can sue in civil court.

[Joshua Katz]

42 minutes ago, Gerry said:

As we still try to place more specifics in place by getting 2/3 vote on more guidance, I am still trying to determine the default. Does the established and older by-law of no slips can be rented (and therefore neither can the lift on it) or the newer by-law that implies lift owners can rent to whoever is  in the club  be the default until resolved?

 

When you say the owners have been renting them out based on this, do you mean the organization has, via a point of order and ruling, approved of this interpretation? If so, that seems to answer the question - in doing so, the organization must have also decided that Section 11 is the governing one here. If not, by acting, they took the risk that the organization would not interpret the bylaws that way.

Anyway, the default answer is that your organization, not us here, interprets your bylaws. By way of guidance, though, if there is a genuine conflict, there is a general rule that the more specific rule governs. It seems to me that, if Section 11 allows for renting out slips, then it is the more specific. Ultimately, it is up to your organization.

49 minutes ago, Gerry said:

The challenge is that members with lifts are renting to some of these associates (based on by-law above) who are down the seniority list and bypassing other associates who deserve available lifts. We cannot get the 2/3s vote to provide guidance (suggested by-law addition) about  about getting lift owners to rent their slips according to associate seniority list as lift owners are saying they have the right to decide who rents their lift as long as a member or associate. I have to do more research but I think the by-law chair who championed this may have been a lift owner if that means anything.

 

I have to admit, I don't follow any of this. I presume your rules require a 2/3 vote for the bylaws committee to report out a recommendation? As to the lift owners' argument, I don't get it. They say they have a right to make this decision - do they mean a legal or ethical right that supersedes your bylaws, or do they mean a right under the bylaws? If the latter, then, obviously, such a right can be taken away by changing the bylaws. It does not appear relevant to me that the chair of the committee owned a lift.

[Guest Puzzling]

I could not open the attached file so maybe what I write here is not correct with what is in it.

Also I don't really understand the difference between a slip and a lift. 

In the quoted article 11 is states:

1 hour ago, Gerry said:

the lift owner may make private arrangements so as to allow for use of his lift. This arrangement, including all financial, liability, or any other ramifications will be between the private parties and will not involve the club, except perhaps to accommodate such arrangement by making any necessary slip assignment changes..."

In this the club seems to be given it all away (not involve the club) 

I am not sure about:

1 hour ago, Gerry said:

we still try to place more specifics in place by getting 2/3 vote on more guidance

While it is the case that bylaw amendments usually need a supermajority,  and it is good for the committee to test out if the proposed amendments are likely supported by a supermajority of the membership ,  it is strange that the report and the advice of the committee does need to be approved by a supermajority of the committee members. But as could not open the attached document or the motion  that established the bylaws committee I am a bit rambling here.

[Josh Martin]

2 hours ago, Gerry said:

As we still try to place more specifics in place by getting 2/3 vote on more guidance, I am still trying to determine the default. Does the established and older by-law of no slips can be rented (and therefore neither can the lift on it) or the newer by-law that implies lift owners can rent to whoever is  in the club  be the default until resolved?

It will ultimately be up to the organization to interpret its own rules. RONR provides some Principles of Interpretation in RONR (12th ed.) 56:68. There are more factors to consider than simply which rule is newer.

I think the following statements from the Principles of Interpretation will be of particular interest here:

"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."

"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."

"A general statement or rule is always of less authority than a specific statement or rule and yields to it."

I frankly don't think I understand the facts well enough to hazard a guess as to which interpretation is more reasonable.

[Richard Brown]

52 minutes ago, Guest Puzzling said:

it is strange that the report and the advice of the committee does need to be approved by a supermajority of the committee members

No, I disagree. It is not at all uncommon for committee reports, including reports of bylaws committees, to be submitted based on a majority vote of the committee. In fact, I would venture to say that is by far the more common procedure. 

[Joshua Katz]

28 minutes ago, Richard Brown said:

1 hour ago, Guest Puzzling said:

it is strange that the report and the advice of the committee does need to be approved by a supermajority of the committee members

No, I disagree. It is not at all uncommon for committee reports, including reports of bylaws committees, to be submitted based on a majority vote of the committee. In fact, I would venture to say that is by far the more common procedure. 

I'm not clear that you are disagreeing here.

[Guest Puzzling]

46 minutes ago, Richard Brown said:

No, I disagree. It is not at all uncommon for committee reports, including reports of bylaws committees, to be submitted based on a majority vote of the committee. In fact, I would venture to say that is by far the more common procedure. 

I think we do agree (Maybe my formulation with a negative was confusing)

Committee reports including those of the  bylaws committee are usually based on a (normal)  majority vote of the committee members. Even if the adoption of their motions by the assembly requires a bigger majority.

[Richard Brown]

2 hours ago, Guest Puzzling said:

it is strange that the report and the advice of the committee does need to be approved by a supermajority of the committee members

That statement seems pretty clear. Guest puzzling is saying that it’s strange that the committee report doesn’t require the approval of a super majority of the committee members. I disagree strongly with that statement. It is by far the more common practice that committee reports are issued based on a majority vote of the committee members rather than a super majority vote.

Edited to add: if Guest puzzling now acknowledges that his statement above was in error, and that a majority vote for a committee recommendation is indeed the norm, then we are now in agreement, but I absolutely disagree with the statement as he originally made it.

Edited again to add: as Mr. Katz pointed out below, it seems I was misreading Guest puzzling’s comment and that he and I do agree that committee reports and recommendations are usually adopted by a majority vote of the committee.

Edited March 25, 2021 at 06:09 PM by Richard Brown
Added last two paragraphs

[Joshua Katz]

30 minutes ago, Richard Brown said:

2 hours ago, Guest Puzzling said:

it is strange that the report and the advice of the committee does need to be approved by a supermajority of the committee members

That statement seems pretty clear. Guest puzzling is saying that it’s strange that the committee report doesn’t require the approval of a super majority of the committee members. I disagree strongly with that statement. It is by far the more common practice that committee reports are issued based on a majority vote of the committee members rather than a super majority vote.

I don't see that at all. I see GP saying it is odd that it requires a supermajority. 

[Richard Brown]

8 minutes ago, Joshua Katz said:

I don't see that at all. I see GP saying it is odd that it requires a supermajority. 

Ahh, ok, mea culpa. You are right. I was apparently reading guest Puzzling’s comment incorrectly. In retrospect, Guest puzzling and I are saying the same thing in that regard.

[Guest Puzzling]

45 minutes ago, Richard Brown said:

Ahh, ok, mea culpa. You are right. I was apparently reading guest Puzzling’s comment incorrectly. In retrospect, Guest puzzling and I are saying the same thing in that regard.

Accepted

And It is nice that we all agree. I hope my last statement was much more clear and less confusing.  

1 hour ago, Richard Brown said:

committee reports and recommendations are usually adopted by a majority vote of the committee

I just added

 

1 hour ago, Guest Puzzling said:

Committee reports including those of the  bylaws committee are usually based on a (normal)  majority vote of the committee members. Even if the adoption of their motions by the assembly requires a bigger majority.

To make it clear that it also applies in situations where the adoption or the recommendations by the organization requires another vote than a (normal) majority.

[Richard Brown]

5 hours ago, Gerry said:

We cannot get the 2/3s vote to provide guidance (suggested by-law addition) about  about getting lift owners to rent their slips according to associate seniority list as lift owners are saying they have the right to decide who rents their lift as long as a member or associate. I have to do more research but I think the by-law chair who championed this may have been a lift owner if that means anything.

As we still try to place more specifics in place by getting 2/3 vote on more guidance, I am still trying to determine the default.

The quotes above from the original poster are apparently causing confusion as to whether a recommended bylaw change must first receive  a 2/3 vote of the bylaws committee.

I just read the bylaw provisions regarding the bylaws committee and amendments to the bylaws. There is absolutely no requirement that the bylaws committee or any other committee approve proposed bylaw changes by 2/3 vote. There is not even a requirement that proposed bylaw changes go through the bylaws committee. Proposed bylaw amendments may be proposed by members without going through the bylaws committee.

What the bylaws do require, which is somewhat typical, is that a proposed bylaw amendment must be adopted by a vote of two thirds of the members present. That is not an unusual requirement, although an ordinary two thirds vote, rather than the vote of two thirds of the members present, is probably the more common requirement and the requirement suggested in the RONR sample bylaws.

I think that both Guest puzzling and I may have misread the original poster’s comments to indicate that a recommended by law change must first receive a 2/3 vote from the bylaws committee. That is not what the bylaws actually require. They do not even require approval of the bylaws committee, let alone a two thirds vote of that committee.

If two thirds of the members at a meeting are not willing to amend the existing bylaw provision regarding slips with lifts, it appears that the membership might indeed be content with the provisions as they currently exist.  I think it is now up to those who want a change to convince the membership that a change is in order.

Edited to add: the bylaws do require that proposed bylaw amendments be submitted to the bylaws committee for its recommendation, but they require only a recommendation and do not require the approval of the bylaws committee nor do they give the bylaws committee veto power.

Edited March 25, 2021 at 07:02 PM by Richard Brown
Added last paragraph

[Gerry]

On 3/25/2021 at 10:03 AM, Joshua Katz said:

When you say the owners have been renting them out based on this, do you mean the organization has, via a point of order and ruling, approved of this interpretation? If so, that seems to answer the question - in doing so, the organization must have also decided that Section 11 is the governing one here. If not, by acting, they took the risk that the organization would not interpret the bylaws that way.

Anyway, the default answer is that your organization, not us here, interprets your bylaws. By way of guidance, though, if there is a genuine conflict, there is a general rule that the more specific rule governs. It seems to me that, if Section 11 allows for renting out slips, then it is the more specific. Ultimately, it is up to your organization.

I have to admit, I don't follow any of this. I presume your rules require a 2/3 vote for the bylaws committee to report out a recommendation? As to the lift owners' argument, I don't get it. They say they have a right to make this decision - do they mean a legal or ethical right that supersedes your bylaws, or do they mean a right under the bylaws? If the latter, then, obviously, such a right can be taken away by changing the bylaws. It does not appear relevant to me that the chair of the committee owned a lift.

I guess my general question is if by whatever reason - two by-laws conflict with each other in that in this case one by-law says cant rent slips ( and therefore the lifts on them) and the other implies that they can - which one prevails - the older by-law which is more established or the newer one because it is more recent? Does Roberts Rules have any criteria which by-law prevails when two conflict with each other?

 

 

 

 

[Gerry]

I guess my general question is if by whatever reason - two by-laws conflict with each other in that in this case one by-law says cant rent slips ( and therefore the lifts on them) and the other implies that they can - which one prevails - the older by-law which is more established or the newer one because it is more recent? Does Roberts Rules have any criteria which by-law prevails when two conflict with each other?

Edited March 29, 2021 at 12:41 AM by Gerry

[Dan Honemann]

17 minutes ago, Gerry said:

I guess my general question is if by whatever reason - two by-laws conflict with each other in that in this case one by-law says cant rent slips ( and therefore the lifts on them) and the other implies that they can - which one prevails - the older by-law which is more established or the newer one because it is more recent? Does Roberts Rules have any criteria which by-law prevails when two conflict with each other?

Yes, and they were referred to quite some time ago. See, for instance, the response posted by Mr. Martin.

[Gerry]

Mr Honeman - i have had 3 family members tried to find the "16 replies to my specific question and we cannot seem to locate them. The only response we are getting is your saying the Mr Martin responded. Can you kindly send his response as I have troble getting access to anything but yours? Thank you

[Josh Martin]

1 hour ago, Gerry said:

Mr Honeman - i have had 3 family members tried to find the "16 replies to my specific question and we cannot seem to locate them. The only response we are getting is your saying the Mr Martin responded. Can you kindly send his response as I have troble getting access to anything but yours? Thank you

It will ultimately be up to the organization to interpret its own rules. RONR provides some Principles of Interpretation in RONR (12th ed.) 56:68. There are more factors to consider than simply which rule is newer.

I think the following statements from the Principles of Interpretation will be of particular interest here:

"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."

"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."

"A general statement or rule is always of less authority than a specific statement or rule and yields to it."

I frankly don't think I understand the facts well enough to hazard a guess as to which interpretation is more reasonable.

[Guest Zev]

3 hours ago, Gerry said:

...and we cannot seem to locate them.

Member Gerry: I am just guessing, but the problem may be related to the browser. I am using Chrome and I see the entire thread just fine. Also, you may need to restart your computer in order to get the newer postings.

[Richard Brown]

I think I am seeing all of the comments just fine. I think I counted a grand total of about 20, not including this one