Interpretation of bylaws

[Paulette]

I am a member of a Rotary and will be incoming President beginning July. 
At our current venue the club was informed that the rent was going to go up from $50 to $125. The club cannot stay at this venue at $125 a meeting without raising the dues - which requires a club vote. I propose this seated board vote now as the rent increases with the new fiscal year starting July. 
The current president is using a bylaw that reads: no board may commit the club to any expense or contract that exceeds the fiscal year of the board unless by 2/3 approval of members present at a meeting provided that notice has been published in the Spoke (newsletter) and via email to members at least 14 days prior to such meeting  - to stop a vote now saying it requires the board with 1 new member as 1 person rotates off this board  

I feel this is incorrect interpretation of bylaw as not voting is committing the club to increased expense. 
 

can the President block a motion for the board to vote or to have the club vote with appropriate notice based on how he chooses to interpret bylaw?

[Joshua Katz]

I'm lost. You say first: 

3 hours ago, Paulette said:

which requires a club vote.

But then the rest of the post talks about a vote of the board. Do your bylaws allow your board to increase dues or do they not?

3 hours ago, Paulette said:

The current president is using a bylaw that reads: no board may commit the club to any expense or contract that exceeds the fiscal year of the board unless by 2/3 approval of members present at a meeting provided that notice has been published in the Spoke (newsletter) and via email to members at least 14 days prior to such meeting  - to stop a vote now saying it requires the board with 1 new member as 1 person rotates off this board  

It's not clear to me what the motion is. Is it to raise dues? If so, how does this that amount to committing the club to an expense? Is it on something else?

Regardless, the interpretation of your bylaws is something only your organization can do. In this case, presumably, the president will rule, on his own point of order, that the motion is out of order. Someone, perhaps you, will appeal, and the board will decide what it thinks this means, subject, most likely, to revision by the membership.

I will note, as a general matter, that boards are boards. There are no new and old boards. When a person's term ends, that person is replaced by a new person, but it's not a new board. Its decisions remain its decisions. And, as an illustration, consider that the new member may vote on approving minutes of a meeting that took place before he was on the board - and, of course, the old member cannot. 

[Paulette]

The motion I want to make is to have the current board vote to change venue. This is not contractual or an increase in expense.  So the bylaw is not grounds for blocking the vote. Currently the club President is refusing to add this to the agenda of the meeting. He states it is his prerogative to interpret the bylaw. 

[Joshua Katz]

Oh, I see now. But, again, it is a mistake to think in terms of the current board and a new board. It's just a board. The people on it may change over time, but the board is the board. The same motions are in order now as will be after a new member joins the board. 

I don't know what it takes to change venue because I don't know your current or proposed circumstances. But that doesn't matter, because only your organization can interpret its own bylaws. For both of those reasons, I can't tell you whether a proposal to change venues is something to which the board may not commit the organization. But the answer has nothing to do with whether a motion is made before or after a change in membership. The fiscal year has nothing to do with when membership changes. I don't know why it says "no board," but I do know that a board doesn't change its identity when it changes its membership.

[Richard Brown]

12 minutes ago, Paulette said:

Currently the club President is refusing to add this to the agenda of the meeting. He states it is his prerogative to interpret the bylaw. 

I strongly suspect the current president is improperly interpreting the bylaws and overstating his authority.  First, unless your bylaws or a special rule of order provide to the contrary, the president does not have the authority to determine what goes on the agenda.  He can propose an agenda, but it is the assembly itself (or the board if it is a board meeting) which determines what goes on the agenda by a majority vote.  Even if your motion is not on the agenda, you still have the right to make it under new business or at the end of the agenda when no other business is pending.

Secondly, unless your bylaws provide to the contrary, the assembly itself has the ultimate authority to interpret the organization's bylaws.  If a point of order is raised AT A MEETING, the president may rule AT THE MEETING whether he believes the proposed motion violates the bylaws, but that must all take place at a meeting and any two members may appeal the ruling of the chair to the assembly. It requires a majority vote to overturn the ruling of the chair.  The assembly has the final word.

It sounds like you need a copy of RONR if you don't already have one.

[Atul Kapur]

1 hour ago, Joshua Katz said:

Oh, I see now. But, again, it is a mistake to think in terms of the current board and a new board. It's just a board. The people on it may change over time, but the board is the board. The same motions are in order now as will be after a new member joins the board. 

With respect, the OP never used the terms "old" or "new" board. We are told that the bylaws prohibit the board from making a commitment "to any expense or contract that exceeds the fiscal year of the board."

2 hours ago, Joshua Katz said:

I don't know why it says "no board," but I do know that a board doesn't change its identity when it changes its membership.

Do you mean the phrase in the OP, ". . . no board may commit the club . . ."?
I read that as a prohibition on the board taking a particular action.

  

[Richard Brown]

I am inclined to agree with Dr. Kapur's interpretations of the situation and the bylaw provisions we have been told about.

Edited to add:  I also think we need more information as to the bylaw provisions on entering into contracts extending beyond the term of the current board, the provisions re dues and dues increases, and the authority of the president to interpret the bylaws and to control the agenda.  We don't yet have much to go on for answering the OP's questions.  My responses in my first post are based on the rules in RONR.  I do not know what rules this organization might have which conflict with and supersede the rules in RONR.

 

Edited May 28, 2021 at 08:41 PM by Richard Brown
Added last paragraph

[Guest Puzzling]

15 hours ago, Paulette said:

The motion I want to make is to have the current board vote to change venue.

It could be that this motion is out of  order because it is to vague.

A motion : to move our meeting to the the hilton motel in Timbuktu 

Or even

To setup a committee to find a new cheaper venue for our meetings.

Would be better. (do expect the location to be replaced by a blank, but to introduce a motion  with a blank can be out of order)

[Weldon Merritt]

4 hours ago, Guest Puzzling said:

to introduce a motion  with a blank can be out of order

What gives you that impression? RONR specifically allows the making of a motion containing a blank. RONR (12th ed.) 12:95a.

[J. J.]

On 5/28/2021 at 4:36 AM, Paulette said:

no board may commit the club to any expense or contract that exceeds the fiscal year of the board unless by 2/3 approval of members present at a meeting provided that notice has been published in the Spoke (newsletter) and via email to members at least 14 days prior to such meeting

I think that this is a general prohibition on the board, one that can be set aside b 2/3 of the members attending a board, provided that there is proper notice.   It has nothing to do with raising dues, which confused me in your initial post.

Renting a venue for a meeting prior to the start of the fiscal year would not be applicable.  However, entering into a contract that involves payments in the next fiscal year would.  If that is the case, and proper notice was given, the motion may be considered.  It will require a 2/3 vote of the board members attending the meeting.

As noted by my colleague Mr. Brown, they has no right to prohibit a motion before the meeting or prevent notice from being sent out.  If timely notice was not sent out, this motion, however, would not be in order. 

 

Edited May 29, 2021 at 04:40 PM by J. J.
Added the word "vote"

[Richard Brown]

9 minutes ago, J. J. said:

If that is the case, and proper notice was given, the motion may be considered.  It will require a 2/3 of the board members attending the meeting.

Are there perhaps one or two words missing in the bolded part of the text above that should  be placed either immediately before or immediately after the word 2/3?  The placement of those two words can make quite a difference.

i’m thinking you probably meant to say “a vote of 2/3 of the board members attending the meeting“ or “a 2/3 vote of the board members attending the meeting”.  I’m think I know what you intended to say, but I’m going to leave it to you to tell us. 😊

[J. J.]

Thanks, I fixed it.

 

[Joshua Katz]

On 5/28/2021 at 4:30 PM, Atul Kapur said:

With respect, the OP never used the terms "old" or "new" board. We are told that the bylaws prohibit the board from making a commitment "to any expense or contract that exceeds the fiscal year of the board."

On 5/28/2021 at 2:19 PM, Joshua Katz said:

The chair claims, we were told, that the board cannot act before a term expires and a new board member begins. I don't see what that has to do with the board's fiscal year. I take that to mean the fiscal year the board sets. What has that to do with board membership?

[Guest Puzzling]

9 hours ago, Weldon Merritt said:

What gives you that impression? RONR specifically allows the making of a motion containing a blank. RONR (12th ed.) 12:95a.

Sorry you are correct, I was wrong.

I thought motions with blanks fell under 

39:3 Any main or other motion that is  ... or  that contains no rational proposition is dilatory and cannot be introduced.

 

 

[Atul Kapur]

On 5/28/2021 at 4:30 PM, Atul Kapur said:

With respect, the OP never used the terms "old" or "new" board. We are told that the bylaws prohibit the board from making a commitment "to any expense or contract that exceeds the fiscal year of the board."

 

1 hour ago, Joshua Katz said:

The chair claims, we were told, that the board cannot act before a term expires and a new board member begins. I don't see what that has to do with the board's fiscal year. I take that to mean the fiscal year the board sets. What has that to do with board membership?

As I understand it, the chair is claiming that the board cannot at this time take action that would create a commitment that extends to the next fiscal year. As is typical with many organizations, the end of the fiscal year coincides with the change in membership of the board. Therefore, the motion to change locations can only be made by the board in the next fiscal year. That happens to be "the board with 1 new member as 1 person rotates off this board".

 

[Joshua Katz]

12 hours ago, Atul Kapur said:

As I understand it, the chair is claiming that the board cannot at this time take action that would create a commitment that extends to the next fiscal year. As is typical with many organizations, the end of the fiscal year coincides with the change in membership of the board. Therefore, the motion to change locations can only be made by the board in the next fiscal year. That happens to be "the board with 1 new member as 1 person rotates off this board".

 

Oh, okay, I see that now. But why is that a better interpretation of what the chair is saying than that the chair is tying it to the change in membership?

[Atul Kapur]

 

2 hours ago, Joshua Katz said:

why is that a better interpretation of what the chair is saying

Because, analagous to Principle of Interpretation (2), my interpretation means that there is a logical connection between the  bylaws and the chair's statement. Your interpretation renders the chair's statement absurd. 

[Richard Brown]

On 5/28/2021 at 3:36 AM, Paulette said:

The current president is using a bylaw that reads: no board may commit the club to any expense or contract that exceeds the fiscal year of the board unless by 2/3 approval of members present at a meeting provided that notice has been published in the Spoke (newsletter) and via email to members at least 14 days prior to such meeting

Just to be clear, does this provision refer to approval by board members at a board meeting, or to  approval by the general membership?

Also, is that quoted language the exact language in the bylaws?  If so, it is rather ambiguous as to whether the vote requirement is "a two thirds vote of the members present at a meeting" or "a vote of two thirds of the members present at a meeting".  There is a difference.  The two phrases don't mean the same thing.  One phrase means two thirds of those members present must vote yes and that abstentions have the effect of a "no" vote. The other phrase means that two thirds of those present and voting must vote yes and that abstentions have no effect either way.

I'm also wondering, if a board cannot commit to anything beyond the term of the current board, how the current board contracted for a meeting place beyond the end of its term?  How does the incoming board even have a place to meet? Unless the board followed the two  thirds approval method, I wonder if any meeting place has properly been established for the first meeting of the board or the membership after the term of the current board expires.  It seems to me there may be no  meeting  place for the July meeting (or whenever the first meeting takes place).  Taken literally, this bylaw provision seems to say that every year the "new" (or incoming) board must scramble to find and contract with a venue for its meetings within days of the new members assuming office.  In fact, I wonder if the incoming board has any meeting place at all.  It may have to meet in someone's home or in a restaurant parking lot to adopt a motion to move inside and have the meeting inside the restaurant in the private dining room.   This is all very strange.

Finally, I don't quite understand how selecting a new meeting place violates the rule about the board not committing to contracts extending beyond its term, but perhaps it does.   It seems to me this is unnecessarily tying the hands of each incoming board and of the membership as a whole.  Perhaps it depends on whether the society is signing a contract committing to paying a certain price for a place to hold meetings that might extend beyond the expiration of the term of one of the boards members.  If so, it can mean the "new" board really has to scramble to secure a meeting place.

Maybe I'm just thoroughly confused and don't fully understand the situation.

[Joshua Katz]

3 hours ago, Atul Kapur said:

Because, analagous to Principle of Interpretation (2), my interpretation means that there is a logical connection between the  bylaws and the chair's statement. Your interpretation renders the chair's statement absurd. 

True. But I don't think it's that unusual for chairs to say absurd things.