Suspension of By-Laws

[William Valentin]

May By-Laws be suspended at an Election Meeting, for the purpose of Electing Officials by circumventing the Election Mandates in the By-Laws?

[Bruce Lages]

No - not unless the bylaws themselves allow for the suspension of those election mandates, which I suspect is highly unlikely.

[Richard Brown]

On 11/19/2022 at 10:28 AM, William Valentin said:

May By-Laws be suspended at an Election Meeting, for the purpose of Electing Officials by circumventing the Election Mandates in the By-Laws?

 

On 11/19/2022 at 10:55 AM, Bruce Lages said:

No - not unless the bylaws themselves allow for the suspension of those election mandates, which I suspect is highly unlikely.

Although I will probably agree with Mr. Lages, I think the answer will depend on exactly what bylaw provisions it is desired to suspend. Since many election procedures are in the nature of rules of order and bylaw provisions which are in the nature or rules of order may be suspended, more information as to exactly what the bylaw provisions at issue say will be helpful.

Mr. Valentin, can you quote the bylaw provisions that it is desired to suspend?

[Gary Novosielski]

On 11/19/2022 at 11:28 AM, William Valentin said:

May By-Laws be suspended at an Election Meeting, for the purpose of Electing Officials by circumventing the Election Mandates in the By-Laws?

Almost certainly not.

But if you describe exactly what you want to do (or prevent), and the bylaws provision that is keeping you from doing that, we may be able to narrow this down.

 

[Richard Brown]

On 11/19/2022 at 1:45 PM, Gary Novosielski said:

Almost certainly not.

Again, I will say that the answer to this question depends on just exactly these "election mandates" in the bylaws say.  Many election procedures which might be in the bylaws are rules in the nature of rules of order and may indeed be suspended.  We need to know exactly what these "election mandates" say in order to opine intelligently on whether they may be suspended.

[Alicia Percell, PRP]

Here's the rule, from RONR (12th ed.) 25:7:

"Rules That Cannot Be Suspended. Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14. However, a rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended so as to violate the secrecy of the members’ votes unless the bylaws so provide (see also Voting by Ballot, 45:18–24). Nothing in a corporate charter can be suspended unless the charter or applicable law so provides."

[Gary Novosielski]

On 11/19/2022 at 3:04 PM, Richard Brown said:

Again, I will say that the answer to this question depends on just exactly these "election mandates" in the bylaws say.  Many election procedures which might be in the bylaws are rules in the nature of rules of order and may indeed be suspended.  We need to know exactly what these "election mandates" say in order to opine intelligently on whether they may be suspended.

Agreed.  That is why I asked for that information.  I would still bet that it is "almost" certain, but not entirely.  To know whether rules may be suspended, we do need to know if they are in the nature of rules of order, but we also need to know what desired action the rules are interfering with, or we won't know which rule to examine.

Edited November 20, 2022 at 03:24 AM by Gary Novosielski