Actions to be taken after significant errors found in a Society's Rules.

[Guest Winginghoss.NZ]

The Rules of a small Society have been found to contain a number of examples where 'subject to Rule...' or 'in accordance with Rule ...'  and the like refer to a Rule which is irrelevant to the matter the initial Rule is about. The AGM is in 3 days. These errors would result in an inability to hold elections of Officers, voting rights etc and cause significant disruption.  Time frames do not permit Motions early in the Meeting to be legal. These issues have existed for 4 or 5 years without being noticed nor picked up on.

How can the Meeting be run in accordance with The Rules, or is it appropriate to assume that the previous practice can be followed, given that we recognise the need to amend the Rules ASAP.

Examples of some of these errors are attached.

Errors in Rules.docx

[Guest Winginghoss NZ]

The link didn't go through.

Here are the examples:

Rule 22 (Branch Members) refers to Rule 35 [Duties of Branch Secretaries] making no sense,  when it originally referred to Rule 35 [Formation of Branches] in the 1998 iteration which makes sense.
Rule 26 [Management of the Society] refers Rule 29[Meetings of the National Executive] whereas in 1998 version, Rule 27 [Management of the Society] refers to Rule 30 [Executive Committee] which again makes sense.
The matter of Proxies Rule 40 [Voting and Voting Powers] refers to the incorrect Rule 44 [Entrance Fees] when it should refer to Rule 41 [ Proxies] but not Rule 42 [Qualification for Office] as in the Remit for discussion coming before the AGM.
Rule 42 [Qualification for Office] refers to Rules 18 [Membership Privileges] & 19 [Existing Membership Categories] instead of Rules 17 [Classes of Membership] & 18.
It is my belief that when changes were made to the Rules, little or no consideration was made to the flow-on effect of those changes to the rest of the document.
I don’t believe that it is sufficient to simply say, we will just keep doing things the way we have been doing them. People talk repeatedly about the need and requirement to ‘be constitutional’ and not to do anything which is ‘unconstitutional’ yet we have been doing things wrongly for some years 
 

[puzzling]

It looks that a renumbering of bylaws  articles went wrong as least one time.

Still what do your bylaws say about amending them? 

And then it would be best to do a complete bylaws revision. 

 

[Guest Winginghoss NZ]

The rules require a 35 day window from advisory of a Motion to amend till a Meeting to consider the Motion . Problem: The AGM is in 3 days!

[puzzling]

On 6/21/2023 at 11:17 AM, Guest Winginghoss NZ said:

The rules require a 35 day window from advisory of a Motion to amend till a Meeting to consider the Motion . Problem: The AGM is in 3 days!

Then you are to late, maybe you can ask the board to organise a committee to revise he bylaws, so there will be  nice new bylaws for the next agm to adopt (or are there other general meetings during the year)

[Josh Martin]

On 6/20/2023 at 8:51 PM, Guest Winginghoss.NZ said:

How can the Meeting be run in accordance with The Rules, or is it appropriate to assume that the previous practice can be followed, given that we recognise the need to amend the Rules ASAP.

The organization must follow and interpret its existing rules as they exist as best as they can, unless and until the rules can be amended. It is not appropriate to simply assume that the previous practice can be followed. See RONR (12th ed.) 56:68 for more information.

In regard to the particular examples given, however, it seems that:

1.) The cross-reference given makes no sense.

2.) It is clear which section is intended to be referred to.

3.) It is clear that this is an simply an error caused by renumbering items in the bylaws and failing to update the cross-references.

In these circumstances, I do believe it would be reasonable to understand this to be an error and to follow the intended cross-reference.

If there are other issues besides just cross-references, those situations may be more complicated.

Edited June 21, 2023 at 11:43 AM by Josh Martin

[Atul Kapur]

On 6/21/2023 at 7:42 AM, Josh Martin said:

The organization must follow and interpret its existing rules as they exist as best as they can, unless and until the rules can be amended. It is not appropriate to simply assume that the previous practice can be followed. See RONR (12th ed.) 56:68 for more information.

In regard to the particular examples given, however, it seems that:

1.) The cross-reference given makes no sense.

2.) It is clear which section is intended to be referred to.

3.) It is clear that this is an simply an error caused by renumbering items in the bylaws and failing to update the cross-references.

In these circumstances, I do believe it would be reasonable to understand this to be an error and to follow the intended cross-reference.

If there are other issues besides just cross-references, those situations may be more complicated.

Josh, I am certain that, in addition to the advice that "it would be reasonable to ...follow the intended cross-reference" (which I agree with), you are also advising them to formally amend the bylaws to correct the cross-references as soon as they can.

[Josh Martin]

On 6/21/2023 at 10:24 AM, Atul Kapur said:

Josh, I am certain that, in addition to the advice that "it would be reasonable to ...follow the intended cross-reference" (which I agree with), you are also advising them to formally amend the bylaws to correct the cross-references as soon as they can.

Yes, of course.

[Guest Winginghoss NZ]

Thanks folk for your advice and words of wisdom. I am heading off to the AGM tomorrow and will take your advice to heart. Josh, you you have given me sensible word to use to explain to the Membership how we can legitimately proceed. We will conduct a more in-depth search of the Rules to ascertain whether any further errors are present and  will make the amendments as suggested.

Again, my thanks to you all.

[Gary Novosielski]

On 6/21/2023 at 6:33 PM, Guest Winginghoss NZ said:

Thanks folk for your advice and words of wisdom. I am heading off to the AGM tomorrow and will take your advice to heart. Josh, you you have given me sensible word to use to explain to the Membership how we can legitimately proceed. We will conduct a more in-depth search of the Rules to ascertain whether any further errors are present and  will make the amendments as suggested.

Again, my thanks to you all.

Unfortunate as it may be that the cross-references are incorrect, I think that, given the choice between interpreting the rules in a way that makes sense (i.e., the intended or original reference, as best it can be determined) and interpreting them in a way that renders them absurd or nonsensical, the proper course of action is clear.

And yes, correcting the rules to say what they mean is a matter of the highest priority.