By-Law/President Conduct and its permissibility

[BArmentroutPA]

Hi everyone, first time poster 

I am a member of a volunteer fire company in PA governed by a Constitution and By-Laws.  Our By-Laws adopt RROR when a topic is not covered by them.  

Article III, Section 5 of our by-laws state ""President shall appoint a nomination committee of five members.  No one on the nomination committee will be eligible to run for any office." 

Our By-Laws also permit the president to serve as an ex-officio of all committees.... 

Our president exercised his privilege to attended and engage in the discussions and deliberations of the committee AND is also running for re-election as president of the organization.... 

My question is - due to him choosing to engage in conduct as an ex-officio member of the nomination committee - does our by-law render him ineligible to run for any office?

 

[George Mervosh]

Why would participation be a factor in this interpretation?

[Weldon Merritt]

That's a matter of bylaws interpretation, which only your organization can properly do. But if you followed the RONR recommendations for a Nominating Committee, the issue wouldn't even arise. First of all, RONR says that the president should have nothing at all to do with the Nomination Committee, neither appointing it nor serving as a member. And RCNO also says that serving on the committee doesn't not disqualify a member from being nominated for office. But your bylaws provide otherwise, so you are stuck with their provisions until you can change them.

[BArmentroutPA]

On 10/7/2021 at 10:38 AM, George Mervosh said:

Why would participation be a factor in this interpretation?

I dont understand your question...... if our bylaws state no one on the nomination committee is eligible to run for office.... and the President chooses to engage in his ex-officio status as a member of the committee would/ or at least should render him ineligible.... that is my question

 

[BArmentroutPA]

On 10/7/2021 at 10:40 AM, Weldon Merritt said:

That's a matter of bylaws interpretation, which only your organization can properly do. But if you followed the RONR recommendations for a Nominating Committee, the issue wouldn't even arise. First of all, RONR says that the president should have nothing at all to do with the Nomination Committee, neither appointing it nor serving as a member. And RCNO also says that serving on the committee doesn't not disqualify a member from being nominated for office. But your bylaws provide otherwise, so you are stuck with their provisions until you can change them.

I understand that, and I have posed that question to the organization (the way our by-laws dictate)....  Our By-Laws, regarding the Nomination committee give the president the power to appoint the committee and they are what they are today.... but it also renders any member ineligible for any office..... Is it a reasonable opinion that his engagement as an ex-officio member due to the language used in the by-law make him ineligible?  it says "no one on the nomination committee" which should equally apply to members and ex-officio members who engage in the discussions and deliberations of the committee.... 

[George Mervosh]

On 10/7/2021 at 10:42 AM, BArmentroutPA said:

I dont understand your question...... if our bylaws state no one on the nomination committee is eligible to run for office.... and the President chooses to engage in his ex-officio status as a member of the committee would/ or at least should render him ineligible.... that is my question

 

Your rules says "No one on the nomination committee will be eligible to run for any office." 

In my view, what needs to be decided is if this rule applies to an ex-officio member or not. It doesn't say anything about participation.  What if John Doe is a member of this committee but never participates once this year due to unusual circumstances?  Is he eligible as a regular member of it even though he did not participate?

Edited October 7, 2021 at 02:56 PM by George Mervosh

[Weldon Merritt]

On 10/7/2021 at 8:48 AM, BArmentroutPA said:

Is it a reasonable opinion that his engagement as an ex-officio member due to the language used in the by-law make him ineligible?  it says "no one on the nomination committee" which should equally apply to members and ex-officio members who engage in the discussions and deliberations of the committee.... 

The bylaws can properly be interpreted only as a whole. If I read only the part that says "no one on the nomination committee" (emphasis added), I would think that it applies to all members, regardless of how they became members and regardless of whether they actively participate. But there very well may be other provisions in the bylaws that would lead to a different interpretation.

[BArmentroutPA]

On 10/7/2021 at 10:54 AM, George Mervosh said:

Your rules says "No one on the nomination committee will be eligible to run for any office." 

In my view, what need to be decided is if this rule applies to an ex-officio member or not. It doesn't say anything about participation.  What if John Doe is a member of this committee but never participates once this year due to unusual circumstances?  Is he eligible as a regular member of it even though he did not participate?

I understand - for clarification the nomination committee isn’t viewed as a standing committee and usually isn’t officially appointed until September/October - the only standing committee identified in our by-laws is the executive committee.  

[BArmentroutPA]

On 10/7/2021 at 10:58 AM, Weldon Merritt said:

The bylaws can properly be interpreted only as a whole. If I read only the part that says "no one on the nomination committee" (emphasis added), I would think that it applies to all members, regardless of how they became members and regardless of whether they actively participate. But there very well may be other provisions in the bylaws that would lead to a different interpretation.

I’d gladly provide them if appropriate 

[Weldon Merritt]

On 10/7/2021 at 8:59 AM, BArmentroutPA said:

I’d gladly provide them if appropriate 

No, thank you. I have no desire to read and interpret your bylaws on a free forum. It is the organization that needs to interpret them, and then amend the bylaws to remove any ambiguity. You will find some principles of interpretation at RONR (12th ed.) 56:68.

Once the organization gets it figured out, I also recommend amending the bylaws to have the nomination committee elected by the membership rather than appointed by the president, and to remove the president's ex-officio membership from the committee. Certainly, your bylaws can vary from RONR; but in this instance, I think RONR has the better rule.

[BArmentroutPA]

On 10/7/2021 at 12:15 PM, Weldon Merritt said:

No, thank you. I have no desire to read and interpret your bylaws on a free forum. It is the organization that needs to interpret them, and then amend the bylaws to remove any ambiguity. You will find some principles of interpretation at RONR (12th ed.) 56:68.

Once the organization gets it figured out, I also recommend amending the bylaws to have the nomination committee elected by the membership rather than appointed by the president, and to remove the president's ex-officio membership from the committee. Certainly, your bylaws can vary from RONR; but in this instance, I think RONR has the better rule.

Yes sir.  I understand.  I have made that request for interpretation  and I absolutely intend to work on modifications.  Thank you for your (and the other) replies.  
 

Respecfully 

[Atul Kapur]

On 10/7/2021 at 10:58 AM, BArmentroutPA said:

I understand - for clarification the nomination committee isn’t viewed as a standing committee and usually isn’t officially appointed until September/October - the only standing committee identified in our by-laws is the executive committee.  

This makes no difference. The rule applies to anyone on the committee. As an ex-officio member, the president is on the committee, whether he participates or not and whether it is a standing or ad hoc committee.

Leaving you with the question  Mr. Mervosh asked:

On 10/7/2021 at 10:54 AM, George Mervosh said:

what needs to be decided is if this rule applies to an ex-officio member