Adopted motion conflicts with Bylaws

[Elbie70]

Several years ago a motion was made and adopted that gave officers free memberships during their tenures. This is a friendly club and is a non-profit. The motion called the free memberships "Complimentary" and the motion was added to our Policies. Unfortunately, the Bylaws were found to define a "Complimentary" membership as a non-voting membership and those who fall under this category cannot hold office. Now there is a conflict between Bylaws and Policies. It is certainly difficult for the club to the pay the dues of officers  that cannot hold office! 

What is the best way to handle this situation which should never have occurred in the first place.

Thanks you, Elbie

[Weldon Merritt]

On 9/30/2021 at 9:44 AM, Elbie70 said:

What is the best way to handle this situation which should never have occurred in the first place.

Invent a time machine, then go back to before the motion was made and don't adopt it.😁

Seriously, I recommend that you first  rescind the motion and require the officers to begin paying dues until you can amend the bylaws. Then if you still want to be able to have the officers not pay dues, amend the bylaws at the first opportunity to do so, and wither redefine "complimentary membership," or add a new non-dues category to cover the officers. And to cover all bases, adopt a motion ratifying any actions taken by the de facto officers in the meantime.

Since, according to your bylaws, the de facto officers should not have been voting while they held complimentary membership, It could be that some of the motions adopted in the meantime might be null and void, if the de facto officers voted and their cotes were enough to affect the result. But unless you have a record of the number of votes on each side, I think it is too late to do anything about that. Just be more careful in the future, and pay closer attention to your bylaws.

But be on the lookout for other responses. Some of my colleagues may have different, and quite possibly, better advice.

[Bruce Lages]

If this motion clearly identified as "Complimentary members" the officers who would now be exempt from dues, then that would seem to be in direct contradiction to what you say is the bylaws definition of "Complimentary membership", and such a motion would constitute a continuing breach as an adopted main motion that conflicts with the bylaws (RONR, 12th ed., 23:6a). A point of order can be raised at any time that motion is still in effect. I would note, however, that if the dues exemption provided for officers is just described as 'complimentary' in the sense of an absence of a dues obligation - as opposed to these officers being defined specifically as constituting a 'Complimentary membership' class - then the use of 'complimentary' may be just an unfortunate error in wording that should be corrected as soon as possible via a bylaw amendment.

It appears to me however that you also may be dealing with another continuing breach arising from an adopted motion that conflicts with the bylaws. If your organization has a dues structure, then that structure should  be defined in the bylaws, and a main motion is certainly not sufficient to exempt any member or members from their dues obligation. That could only be done by amending the bylaws.

So your course of action is to raise a point of order - at a membership meeting if it is the general membership that has the power to amend the bylaws -  citing the conflicts between the adopted motion and the bylaws. If the chair rules against your point of order be prepared to appeal, which requires a second (RONR, 24). A majority vote not to uphold the decision of the chair will sustain your point of order.

[Elbie70]

Thank you for the information. I believe that I will move to rescind the  motion that was made to give officers free dues and during discussion explain the conflict between the wording of the motion and the Bylaws.  The Club can then decide how they want to handle the dues for officers situation.

I should probably explain that this situation came about because of  Covid.

We had face to face meetings but many people did not attend and our Zoom was rather unsuccessful because of internet problems. We did not really have the election of officers the way we usually do and the present officers stepped up to say that they would run for office for another year. No one else volunteered. Things were just not "normal".

thank you for your help.

Elbie