Bylaw interpretation

[rbk]

"Each society decides for itself the meaning of its bylaws." RONR (12th ed.) 56:68(1). Does our society's Board of Trustees ever have the authority to interpret our bylaws or is the interpretation always done by the whole society? Our bylaws give the Board of Trustees "ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department."

[Josh Martin]

On 2/6/2023 at 7:22 AM, rbk said:

"Each society decides for itself the meaning of its bylaws." RONR (12th ed.) 56:68(1). Does our society's Board of Trustees ever have the authority to interpret our bylaws or is the interpretation always done by the whole society?

Generally speaking, I would say that both the board and the society have the authority to interpret the bylaws, but in the event these interpretations come into conflict, the society's interpretation takes precedence. It would likely be impractical for all questions of interpretation to have to wait for a decision of the society, given that the society's membership may meet infrequently.

On 2/6/2023 at 7:22 AM, rbk said:

Our bylaws give the Board of Trustees "ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department."

This language, in and of itself, does not change my previous response. What do your bylaws say specifically in regard to amending the bylaws?

[puzzling]

On 2/6/2023 at 1:22 PM, rbk said:

Our bylaws give the Board of Trustees "ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department."

The question I guess is does ultimate control means 

-exclusive control (so the members have nothing to say about it)

or

- control between meetings of the members. (So the membership meeting can give instructions)

Maybe the only way out of this is to amend  yhe bylaws.

[rbk]

On 2/6/2023 at 9:12 AM, Josh Martin said:

What do your bylaws say specifically in regard to amending the bylaws?

Amending our bylaws is a lengthy process that ultimately requires a 2/3 majority vote of all members. Should the society always interpret its bylaws unless it is impractical to do so, in which case the board can decide the question?

[Josh Martin]

On 2/6/2023 at 8:42 AM, rbk said:

Amending our bylaws is a lengthy process that ultimately requires a 2/3 majority vote of all members.

Since it is ultimately the society which amends the bylaws, it would seem to me it is ultimately the society which interprets them.

On 2/6/2023 at 8:42 AM, rbk said:

Should the society always interpret its bylaws unless it is impractical to do so, in which case the board can decide the question?

In my view, the board can make an interpretation in any event, but that interpretation may be overruled by the society.

It may well be that it would be desirable to wait until a determination by the society if it is practical to do so, but I do not think it would be out of order for the board to make an interpretation in the interim.

I would note that questions like this are rather to difficult to answer in a vacuum. I assume there is a particular situation which gives rise to this question, and it may be helpful if we had additional facts.

On 2/6/2023 at 8:31 AM, puzzling said:

The question I guess is does ultimate control means 

-exclusive control (so the members have nothing to say about it)

Since we are told the bylaws explicitly grant the membership the ultimate authority to amend the bylaws, I certainly do not think the board has exclusive authority, at least in this particular area.

Edited February 6, 2023 at 03:02 PM by Josh Martin

[rbk]

On 2/6/2023 at 10:00 AM, Josh Martin said:

I would note that questions like this are rather to difficult to answer in a vacuum. I assume there is a particular situation which gives rise to this question, and it may be helpful if we had additional facts.

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary. What would happen if the Board of Trustees decides the question, the Trial Board begins its business, and the general membership disagrees with the Board of Trustees' interpretation of the bylaws?

[puzzling]

What do the bylaws say about the Trial board in the first place? And what is the boards

interpretation of that text?

Edited February 6, 2023 at 04:22 PM by puzzling
Dpelling

[J. J.]

On 2/6/2023 at 9:12 AM, Josh Martin said:

Generally speaking, I would say that both the board and the society have the authority to interpret the bylaws, but in the event these interpretations come into conflict, the society's interpretation takes precedence. It would likely be impractical for all questions of interpretation to have to wait for a decision of the society, given that the society's membership may meet infrequently.

 

I agree, but I would not that the society, through its rules or bylaws, may establish some entity (a committee or even a specific officer), to be the final arbiter for interpreting the bylaws.  The principle expressed in 46:40 would apply, IMO. 

[J. J.]

On 2/6/2023 at 11:15 AM, rbk said:

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary. What would happen if the Board of Trustees decides the question, the Trial Board begins its business, and the general membership disagrees with the Board of Trustees' interpretation of the bylaws?

Absent a bylaw or special rule, the general membership's interpretation is binding. 

[Josh Martin]

On 2/6/2023 at 10:15 AM, rbk said:

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary.

Yes, I think that is a fair summary of my advice on this matter.

On 2/6/2023 at 10:15 AM, rbk said:

What would happen if the Board of Trustees decides the question, the Trial Board begins its business, and the general membership disagrees with the Board of Trustees' interpretation of the bylaws?

Then the general membership's interpretation would prevail. What exactly that means for what happens next will depend on the specific circumstances at that point in time.

In determining whether it is better to act on this matter now or wait until the general membership weighs in, the board will need to balance the need to act swiftly on this matter with the risk that the membership may reach a different interpretation.

On 2/6/2023 at 10:26 AM, J. J. said:

I agree, but I would not that the society, through its rules or bylaws, may establish some entity (a committee or even a specific officer), to be the final arbiter for interpreting the bylaws.  The principle expressed in 46:40 would apply, IMO. 

I have no disagreement with this, although did you perhaps mean 46:50 for the citation?

[J. J.]

On 2/6/2023 at 2:40 PM, Josh Martin said:

Yes, I think that is a fair summary of my advice on this matter.

Then the general membership's interpretation would prevail. What exactly that means for what happens next will depend on the specific circumstances at that point in time.

In determining whether it is better to act on this matter now or wait until the general membership weighs in, the board will need to balance the need to act swiftly on this matter with the risk that the membership may reach a different interpretation.

I have no disagreement with this, although did you perhaps mean 46:50 for the citation?

Yes.  46:50. 

[Richard Brown]

On 2/6/2023 at 1:40 PM, Josh Martin said:

I have no disagreement with this, although did you perhaps mean 46:50 for the citation?

I hope so. When I read the post earlier, it was clear that 46:40 has nothing to do with this issue. 46:50 does appear to be on point.

[rbk]

On 2/6/2023 at 11:15 AM, rbk said:

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary.

On 2/6/2023 at 2:40 PM, Josh Martin said:

Yes, I think that is a fair summary of my advice on this matter.

Can a member propose a resolution at a meeting such as "Resolved, That the Trial Board shall be composed of the president,..." that would clarify the society's bylaws? Is that how a society interprets its bylaws?

[J. J.]

On 2/6/2023 at 5:26 PM, rbk said:

Can a member propose a resolution at a meeting such as "Resolved, That the Trial Board shall be composed of the president,..." that would clarify the society's bylaws? Is that how a society interprets its bylaws?

I think that would depend largely on the wording of the bylaws. 

[Josh Martin]

On 2/6/2023 at 4:26 PM, rbk said:

Can a member propose a resolution at a meeting such as "Resolved, That the Trial Board shall be composed of the president,..." that would clarify the society's bylaws? Is that how a society interprets its bylaws?

The ultimate manner in which the bylaws are interpreted is generally by means of a Point of Order, potentially followed by an Appeal, if and when an action believed to be in violation of the bylaws occurs.

Setting that aside, the motion you propose may or may not be in order, depending on what the bylaws say.

Additionally, if the rules on this matter are ambiguous, it would seem prudent to amend the bylaws for clarity.