"Accepting" a request of a member by the board

[B12317]

I am a board member of a social club with a board of 11 members. A life member of the social club at large has made a request in writing to be permanently exempt from club work days fines, which is aligned with our bylaws. Our bylaws state: 

"Section 11. Fines. [...] Any Life Member may at any time write a letter to the Board of Governors requesting to be excused from all future work day fines. All requests will be accepted by the Board."

Past practice of the board has been to take up such requests in a motion and vote upon them.  Given the language of the bylaws, is it proper to vote upon the measure? Or would the notice by the chair that the request has been received be more proper?

Some members of the board have stated their intention to vote against the measure. If such a motion were to fail after a vote, would that not be null and void, since it is a disallowed outcome?

Thank you for the help!

[Josh Martin]

On 2/2/2024 at 1:45 PM, B12317 said:

Past practice of the board has been to take up such requests in a motion and vote upon them.  Given the language of the bylaws, is it proper to vote upon the measure? Or would the notice by the chair that the request has been received be more proper?

It seems to me the past practice is exactly what is required by the bylaws.

On 2/2/2024 at 1:45 PM, B12317 said:

Some members of the board have stated their intention to vote against the measure. If such a motion were to fail after a vote, would that not be null and void, since it is a disallowed outcome?

So this seems to hinge on the proper interpretation of the sentence "All requests will be accepted by the Board." Apparently, some are arguing that what this means is that the board must accept the request.

I do not agree with this interpretation. I do not think this is consistent with the common definition of the word "request," nor is it consistent with the sentence existing at all. If it was indeed the intent that all that was required for a Life Member to be exempt from fines is to send a letter to the board, why does the rule in question not simply say so? Why do the bylaws suggest the board does anything after receiving the letter?

Rather, my interpretation of the sentence "All requests will be accepted by the Board" is that the board acts on all requests, and that a request is not granted unless approved by the board.

Certainly, however, I do think the provision is somewhat ambiguous, and it will ultimately be up to your organization to interpret its own bylaws. If a member believes that the bylaws require that the board must accept the request, then a member is free to raise a Point of Order to that effect. The chair will rule on that point, and a member may appeal from the ruling, which places the decision of the hands of the assembly. A majority vote is required to overturn the chair's ruling.

In the long run, it would be desirable to amend the bylaws for clarity. If it is the intent to provide that the boards acts on all requests, but has discretion to approve or accept them, I would advise language like the following:

"Any Life Member may at any time write a letter to the Board of Governors requesting to be excused from all future work day fines. At its next regular meeting, the board will approve or deny the request."

If it is intended that a Life Member may unilaterally exempt themselves from future work day fines, whether the board likes it or not, and all that is required is informing the board of this fact, I would advise language like the following:

"Any Life Member may at any time write a letter to the Board of Governors informing the board they are exercising their right to be excused from all future work day fines. The chair will notify the board of this letter."

Edited February 2, 2024 at 08:30 PM by Josh Martin

[Guest Anon]

On 2/2/2024 at 1:45 PM, B12317 said:

is it proper to vote upon the measure?

I think it would normally be handled as unanimous consent. "Without objection, the request is accepted." I don't think notice by the chair is sufficient because the bylaws say the Board accepts it.

On 2/2/2024 at 1:45 PM, B12317 said:

If such a motion were to fail after a vote, would that not be null and void, since it is a disallowed outcome?

I don't think so, and I'm interested to hear other members of this forum. A motion to do something in conflict with the bylaws is out of order. In this case, the board is not doing something the bylaws say it must do. The next step is probably for the member to not pay their dues, and it becomes more of a legal issue.

[Guest Anon]

On 2/2/2024 at 2:30 PM, Josh Martin said:

a member is free to raise a Point of Order to that effect

I guess I'm unclear on how a point of order works in a case like this. I thought a point of order was usually with respect to procedure, rather than votes by members. Can you raise a point of order that members are not allowed to vote against? Or is the point of order that there is no vote, because the request is accepted automatically?

[Josh Martin]

On 2/2/2024 at 2:30 PM, Guest Anon said:

I think it would normally be handled as unanimous consent. "Without objection, the request is accepted." I don't think notice by the chair is sufficient because the bylaws say the Board accepts it.

If it is indeed correct that the board is forced to accept every request of this nature that comes before it (and I do not agree with this interpretation), then it seems to me the chair should simply announce that the request is accepted. This isn't really "unanimous consent" either, because unanimous consent implies the right to object and force a formal vote.

On 2/2/2024 at 2:34 PM, Guest Anon said:

I guess I'm unclear on how a point of order works in a case like this. I thought a point of order was usually with respect to procedure, rather than votes by members. Can you raise a point of order that members are not allowed to vote against? Or is the point of order that there is no vote, because the request is accepted automatically?

I agree that a Point of Order cannot be raised with respect to "votes by members," and I do not think a member can raise a Point of Order "that members are not allowed to vote against." If a member believes that the bylaws provide that "the request is accepted automatically," yes, a member should raise a Point of Order that no vote should be taken on this matter, and that the request is deemed to be accepted.

Once again, I do not agree with this interpretation.

[Gary Novosielski]

On 2/2/2024 at 2:45 PM, B12317 said:

I am a board member of a social club with a board of 11 members. A life member of the social club at large has made a request in writing to be permanently exempt from club work days fines, which is aligned with our bylaws. Our bylaws state: 

"Section 11. Fines. [...] Any Life Member may at any time write a letter to the Board of Governors requesting to be excused from all future work day fines. All requests will be accepted by the Board."

Past practice of the board has been to take up such requests in a motion and vote upon them.  Given the language of the bylaws, is it proper to vote upon the measure? Or would the notice by the chair that the request has been received be more proper?

Some members of the board have stated their intention to vote against the measure. If such a motion were to fail after a vote, would that not be null and void, since it is a disallowed outcome?

Thank you for the help!

It appears to me that all requests are accepted (i.e., considered) by the board, but that does not imply that they are automatically granted.  Deciding whether to grant the request would presumably require a vote.  A vote can have two outcomes, neither of which is disallowed.   If the motion is rejected, the member is not excused from the fines.