Suspending the Rules

[Guest Jill]

Our bylaws contain several membership eligibility requirements.  The requirements are listed in a single bylaw. Someone wants to "suspend" one of the requirements but leave the others. Can this be done?

[Richard Brown]

No, not unless your bylaws provide for the suspension of those provisions. Provisions in the bylaws regarding qualifications and requirements for membership and for holding office cannot be suspended.

[Guest Jill]

Thanks. Can you provide a reference? I know I will get pushback on this.

[Gary Novosielski]

On 9/19/2024 at 9:43 AM, Guest Jill said:

Our bylaws contain several membership eligibility requirements.  The requirements are listed in a single bylaw. Someone wants to "suspend" one of the requirements but leave the others. Can this be done?

No.

In general, bylaws may not be suspended.

Rules that are clearly in the nature of rules of order are suspendible even if included in the bylaws, but eligibility requirements for membership are definitely not in this category.

[Atul Kapur]

On 9/19/2024 at 11:19 AM, Guest Jill said:

Thanks. Can you provide a reference? I know I will get pushback on this.

25:2 The incidental motion to Suspend the Rules:

2. Can be applied to any rule of the assembly except bylaws (or rules contained in a constitution or corporate charter).

Cite as RONR (12th ed.) 25:2(2)

This sentence has a footnote regarding rules "in the nature of rules of order" which may be suspended even if they are located in the bylaws, but the rules you describe are not in the nature of rules of order.

"2:14 The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection."

Note that 2:14 specifies duties of officers ( in connection with the orderly transaction of business in meetings) and not to the eligibility requirements for officers.

[Guest Jill]

Oh. So, we have done that twice this year. In both instances it was to suspend the bylaw because there was a time element that could not be met. That is,  it was impossible for us to do the activities based on the stated timeframe. Are you saying those were illegal actions? (We are actually proposing to remove those time references to avoid this in the future when we amend our bylaws.)

[Rob Elsman]

Be sure to check and make sure the particular bylaw does or does not provide for its own suspension.

[Guest Jill]

The bylaws have no references to suspending the bylaws. Should that be included for the future?

[Joshua Katz]

On 9/20/2024 at 6:18 AM, Guest Jill said:

Oh. So, we have done that twice this year. In both instances it was to suspend the bylaw because there was a time element that could not be met. That is,  it was impossible for us to do the activities based on the stated timeframe. Are you saying those were illegal actions? (We are actually proposing to remove those time references to avoid this in the future when we amend our bylaws.)

Just in violation of RONR (assuming they were not rules of order). The question of legality is beyond the scope of this forum. 

 

On 9/20/2024 at 6:35 AM, Guest Jill said:

The bylaws have no references to suspending the bylaws. Should that be included for the future?

That's up to your organization, if it wants to be able to suspend a particular bylaw provision. I'm skeptical of the value of adding something to the bylaws and making it suspendable, but that's my personal view.

[Rob Elsman]

The difficulty about making a bylaw provide for its own suspension is that a temporary and unrepresentative faction that is large enough to suspend may cause all kinds of havoc for the organization.

[Dan Honemann]

On 9/20/2024 at 9:18 AM, Guest Jill said:

Oh. So, we have done that twice this year. In both instances it was to suspend the bylaw because there was a time element that could not be met. That is,  it was impossible for us to do the activities based on the stated timeframe. Are you saying those were illegal actions? (We are actually proposing to remove those time references to avoid this in the future when we amend our bylaws.)

Here you seem to be referring to something entirely different than the eligibility requirements referred to in your initial post.

In order to be confident in responding to this new question, additional details are needed.  What bylaw provisions were purportedly suspended?

[Guest Jill]

 

We purposefully suspended two bylaws that required us to carry out activities in specified months. It was not going to be possible to do those activities for reasons beyond our control. When I used the term "illegal" above, I did not mean it in a legal sense. The appropriate word is "violation." My initial post is about suspending  one of several nomination eligibility requirements. I know that I will be challenged on this eligibility issue because we suspended those other two bylaws previously.

[Gary Novosielski]

On 9/20/2024 at 9:35 AM, Guest Jill said:

The bylaws have no references to suspending the bylaws. Should that be included for the future?

I'd recommend against it unless there is a clear need to do so, peculiar to your type of organization.  And frankly not even then.  If it's a question of timing, amend the time requirement.  The bylaws are where you put things that you don't want to be suspended.

Of course the fact that the bylaws were improperly suspended in the past does not amount to a license to continue to violate them.  This holds no more weight than a kid saying "But Ma, all the other kids are doing it!"

[Dan Honemann]

On 9/20/2024 at 1:00 PM, Guest Jill said:

 

We purposefully suspended two bylaws that required us to carry out activities in specified months. It was not going to be possible to do those activities for reasons beyond our control. When I used the term "illegal" above, I did not mean it in a legal sense. The appropriate word is "violation." My initial post is about suspending  one of several nomination eligibility requirements. I know that I will be challenged on this eligibility issue because we suspended those other two bylaws previously.

Well, it should be understood that the bylaw provisions you describe were not suspendible provisions, but if you have gone ahead and held those activities when they should not have been held it's too late for anyone to raise a point of order concerning these bylaw violations now.  

It is certainly no excuse for violating your eligibility requirement now.

[Guest Jill]

Thank you for your guidance. Those other two matters are now past. But, I will share that those actions were erroneous, which thankfully, were not consequential--only allowed us to implement when we could.   But, I do have this question:  In those instances, what should or could we have done? In other words, would we just have to have been in violation of our own bylaws and let it go at that?

But, we will be moving forward according to RONR.

[Gary Novosielski]

You would need to amend the bylaws.  Violating them is not an option.