Willful Bylaw Violation

[Guest Concerned Member]

Folks Please Help!

Ive been concerned my organization (youth association) has been violating the bylaws which govern our association. This past week I brought it to the attention of the president that a vote to fill vacant board positions needs to be done in accordance to our bylaws. The executive board, and board of directors were going to vote, while excluding the entire membership. Me bringing this to the attention of the president should have served as notice that ignorance to our bylaws can no longer be claimed in making decisions that violate our rules, but the opposite has happened!! They’re once again having a vote to elect board positions without notifying the entire membership after I made them aware it was a violation, and now my wife and I are being attacked by false accusations that started the day after I spoke to the president. What is my next step? Who do I turn to that can stop this from happening?!

[Weldon Merritt]

On 9/26/2022 at 7:21 PM, Guest Concerned Member said:

Who do I turn to that can stop this from happening?!

Well, to begin with, there are no "RONR police: to turn to, so short of litigation , your remedy is with the organization itself. But are you sure that the vacancies must be filled by the general membership? It certainly in not uncommon for a board of directors to be given the authority to fill vacancies occurring between general membership meetings, especially if the general membership meets infrequently. (You don't say how often the general membership of this organization meets.)

 

Assuming that the bylaws indeed require vacancies to be filled by the general membership, you should raise a Point of Order at the next general membership meeting that the appointments by the board are null and void as being in violation of the bylaws. If the chair rules your point "not well taken" (as seems likely) you should then appeal from the chair's ruling. The appeal requires a second, so make sure another member is prepared to second it. It also would be prudent to make sure you have the backing of a lot of other members, because it takes a majority against the chair's ruling to overturn it. But if a majority is not willing to enforce the rules, there's not much you can do except maybe work to elect board members who will respect and follow the rules. I suppose litigation is an option if the issue is important enough to you, but that takes us well beyond the scope if this forum.

You can find the rules governing appeals in RONR (12th ed.)  24:1-13. 

[Alicia Percell, PRP]

You haven't yet given us enough detail to evaluate your belief that the bylaws are being violated if they do not include the entire membership in the process.  Perhaps you should copy/paste exactly what the organization's bylaws say about how board vacancies are to be filled.

[Rob Elsman]

Provided the executive board has authority to fill vacancies on the board, there is no requirement in RONR (12th ed.) that previous notice of the election be sent to every member of the organization; it is sufficient that previous notice be sent to each member of the executive board.  One might hope that the secretary of the executive board would report the results of the election to the general membership at the next business meeting of the general membership assembly.

[Colton]

On 9/26/2022 at 10:02 PM, Alicia Percell said:

You haven't yet given us enough detail to evaluate your belief that the bylaws are being violated if they do not include the entire membership in the process.  Perhaps you should copy/paste exactly what the organization's bylaws say about how board vacancies are to be filled.

Copied and pasted directly from the bylaws:

7. VACANCIES
7.1 A person elected by a majority vote of the Executive Board, Board of Directors and members present,
notice of such election having been given at previous monthly meeting, shall fill a vacancy occurring in
any elected office for the unexpired term.
7.2 Except in case of a vacancy occurs in the office of President, in which the Vice President shall serve out
the unexpired term and shall serve notice of the election for the Vice President position
 

there was no notice given to the membership, and the vote didn’t happen at a regular meeting. I tried to explain to them it was wrong but they proceeded anyways.

[Richard Brown]

On 9/27/2022 at 9:34 PM, Colton said:

Copied and pasted directly from the bylaws:

7. VACANCIES
7.1 A person elected by a majority vote of the Executive Board, Board of Directors and members present,
notice of such election having been given at previous monthly meeting, shall fill a vacancy occurring in
any elected office for the unexpired term.

That is a very strangely worded bylaw provision and I am at a loss as to exactly what it means. Is there something else in the bylaws that would help to explain that provision?

I can see at least two reasonable interpretations of that provision. The first is that, as you say, the general membership should fill all vacancies regardless of how the position was originally filled.

Another interpretation is that the executive board fills  vacancies that arise in the positions which it originally fills, the Board of Directors fills vacancies in the positions which it originally fills, and that the general membership fills vacancies in the positions which it originally fills. 

Based on what we have been shown so far, this appears to me to be a matter of bylaws interpretation, which is something that only your membership can do. We cannot interpret your bylaws for you. I suggest you check to see if there is some other provision somewhere in the bylaws which adds clarity to this.  I also suggest that perhaps the bylaws should be amended to further clarify how vacancies are filled if such a provision does not already appear somewhere else in the bylaws.
 

[Alicia Percell, PRP]

That bylaw is pretty painful to read.  When something is this vague, you're destined to have arguments over what it means.  Even those of us here are reading it in different ways.

One could read 7.1 like this:  "A person elected by a majority vote of the Executive Board (...skip a bit, Brother...) shall fill a vacancy occurring in
any elected office for the unexpired term." 

That approach would view the comma clauses as setting some sort of conditions for when the vote can happen, but I have no idea what the clause "Board of Directors and members present" is supposed to add to the equation.  That approach looks like the Executive Board does fill a vacancy in any elected office.  I don't see a requirement that the vote to fill the vacancy must happen at a regular meeting...just a requirement that notice must have been given at the previous monthly meeting.  I don't see a requirement that notice must be given to the entire membership.  It doesn't say to whom notice must be given, and without more detail than that, notice is usually given to those who will be voting on the question for which notice is being given, which would be the Executive Board members rather than the entire membership.  Unless there's some other bylaw describing to whom notice is to be given, I wouldn't read that to say it must be given to the entire membership.

An alternate reading would be that 7.1 says that vacancies in any elected office are filled by a vote of a group consisting of "the Executive Board, Board of Directors and members present."  Unless the rest of your bylaws are even more strangely structured, it is unlikely that there are monthly meetings of the Executive Board, the Board of Directors, and the membership all at once in the same meeting.  What would be the point, since the Executive Board tends to make decisions in between meetings of the Board of Directors, and the Board of Directors tends to make decisions in between meetings of the membership?

I can only offer two recommendations:

1) that (presuming you use Robert's Rules of Order Newly Revised as your parliamentary authority) when your organization attempts to interpret this bylaw, you review the principles of interpretation given in 56:68 of the 12th edition, and

2) that you heed Richard's advice above to amend the bylaws for more clarity.  When writing bylaws, it's much better to have clarity with a higher word count than to use such a degree of brevity that a rational reader cannot understand what it means.  Article 7.2 isn't even a complete sentence.

If I were rewriting this, Article 7 would have one section, not two, and it would start something more like this:  In the event of a vacancy in the office of President, the Vice-President shall become President for the duration of the unexpired term, and a vacancy occurs in the office of Vice-President.  For vacancies in any elected office other than President [...clearly specify the process for filling the vacancy including who does it, any unique vote threshold, to whom you wish notice to be given and how, any desired restrictions on when the vote can happen, etc...]

Edited October 1, 2022 at 08:35 AM by Alicia Percell
fix an incomplete edit