Interpretation of the word shall

[Guest Interpretation]

Our Constitution states:  There shall exist a  Finance Committee. It shall exist as a standing committee, appointed by the President, consisting of one representative from each Section and the Executive Director.

Our Bylaws states: The President’s responsibilities include presiding at all meetings of the Association, establishing committees, and serving as an ex-officio member of all committees, with the right to debate and to vote, and interpret all rules of parliamentary procedures.

No other mention of the finance committee is mentioned in the Constitution, Bylaws, or Policy.   

With this wording, can the President interpret the intention of "shall" to be "at least" one representative from each section, as long as there is one from each section? The Constitution or Bylaws do not name our CFO but they are an integral member of said Committee.   There seems to be a void allowing interpretation that doesn't exclude the possibility of additional members to the committee.  It also does not preclude the establishment of additional policies or guidelines regarding the maximum number of members on the committee.

If not, do our Bylaws conflict with the Constitution by naming the President to be a voting member of the  Finance Committee?    

[Joshua Katz]

On 4/20/2024 at 1:05 PM, Guest Interpretation said:

With this wording, can the President interpret the intention of "shall" to be "at least" one representative from each section, as long as there is one from each section?

 

On 4/20/2024 at 1:05 PM, Guest Interpretation said:

Our Constitution states:  There shall exist a  Finance Committee. It shall exist as a standing committee, appointed by the President, consisting of one representative from each Section and the Executive Director.

 

I don't think so. I don't think the problem is with the word "shall," but with the word "consisting of." In my view, that word does not allow for extra members.

But there's a huge caveat. Only your organization can intepret its own constitutiona/bylaws. My opinion means little. Let the membership decide through a point of order and appeal.

On 4/20/2024 at 1:05 PM, Guest Interpretation said:

If not, do our Bylaws conflict with the Constitution by naming the President to be a voting member of the  Finance Committee?    

Well that's an interesting question. If possible, we should treat these are harmonious. Perhaps the president can be the representative from his Section?

[Josh Martin]

On 4/20/2024 at 3:05 PM, Guest Interpretation said:

With this wording, can the President interpret the intention of "shall" to be "at least" one representative from each section, as long as there is one from each section?

No.

On 4/20/2024 at 3:05 PM, Guest Interpretation said:

The Constitution or Bylaws do not name our CFO but they are an integral member of said Committee.   There seems to be a void allowing interpretation that doesn't exclude the possibility of additional members to the committee.  It also does not preclude the establishment of additional policies or guidelines regarding the maximum number of members on the committee.

If not, do our Bylaws conflict with the Constitution by naming the President to be a voting member of the  Finance Committee?    

Your constitution provides "There shall exist a  Finance Committee. It shall exist as a standing committee, appointed by the President, consisting of one representative from each Section and the Executive Director."

The word "consist" means to "be composed or made up of." Therefore, if the bylaws provide that the committee shall consist of certain members, it shall consist of those members and no others.

So it is not permissible for either the CFO or the President to serve as members of the committee in addition to the stated members. The CFO and/or the President could be appointed as one of the representatives "from each Section," assuming nothing else in the rules prevents that.

Finally, I would note that even to the extent the CFO and the President are not members of the committee, nothing would prevent the committee from inviting either (or both) of them from attending meetings of the committee, and the committee could even permit them to participate in meetings (except for voting, of course).