Treasurer's Options

[Guest ac thomas]

I'm not sure this is the proper forum to pose this question, the format has changed since I last logged in. Apologies if it isn't quite right.

Our club has a nationally based membership, and several activities involving the collection of monies from members by committee chairmen before forwarding checks and records to the treasurer for deposit and accounting. This often results in delays of several months between the time a check is written and the time it clears the check writer's bank.

Our current treasurer wants to streamline this process by enabling committee chairmen to make deposits directly to our (national) bank, then forwarding copies of the checks and other records to the treasurer.

Our bylaws read:

"The treasurer shall collect and receive all monies due or belonging to the Club. He/she shall make deposits in a bank approved by the board, in the name of the club."

Is there any wiggle room in this that would allow a procedure per our treasurer's recommendation?

[Chris Harrison]

That would be an issue of bylaw interpretation that you all must decide for yourselves. See RONR pp. 570-573 for some principles to help with that.

[Guest ac thomas]

That would be an issue of bylaw interpretation that you all must decide for yourselves. See RONR pp. 570-573 for some principles to help with that.

Where is the ambiguity?

[Chris Harrison]

Where is the ambiguity?

You asked if there was wiggle room to allow the Treasurer to streamline the process as you described. If it was so clear cut you wouldn't be asking, right?

[hmtcastle]

You asked if there was wiggle room to allow the Treasurer to streamline the process as you described. If it was so clear cut you wouldn't be asking, right?

Or, someone else (i.e. the treasurer) is claiming there's wiggle room when the poster thinks there clearly isn't any.

[Guest ac thomas]

You asked if there was wiggle room to allow the Treasurer to streamline the process as you described. If it was so clear cut you wouldn't be asking, right?

Wrong. I'm asking for where the ambiguity is in the bylaws as written. There either is, or there isn't. I don't see it, which is why I'm asking if anyone else does.

[Chris Harrison]

Wrong. I'm asking for where the ambiguity is in the bylaws as written. There either is, or there isn't. I don't see it, which is why I'm asking if anyone else does.

The fact that the question is being asked at all implies that there is some ambiguity in the provision. But yes, the bylaw language is broad enough that it might be reasonable to argue that the streamlining process would be proper.

[Guest ac thomas]

Or, someone else (i.e. the treasurer) is claiming there's wiggle room when the poster thinks there clearly isn't any.

That's pretty close. The treasurer is so far not making any claims per the bylaws but for the familiar "entering the 21st century" in the age of electronic convenience. If the bylaws allow this, that's fine with me. I don't think they do, but am willing to be educated on the subject if I'm wrong.

[Rob Elsman]

I'm not sure this is the proper forum to pose this question, the format has changed since I last logged in. Apologies if it isn't quite right.

Our club has a nationally based membership, and several activities involving the collection of monies from members by committee chairmen before forwarding checks and records to the treasurer for deposit and accounting. This often results in delays of several months between the time a check is written and the time it clears the check writer's bank.

Our current treasurer wants to streamline this process by enabling committee chairmen to make deposits directly to our (national) bank, then forwarding copies of the checks and other records to the treasurer.

Our bylaws read:

"The treasurer shall collect and receive all monies due or belonging to the Club. He/she shall make deposits in a bank approved by the board, in the name of the club."

Is there any wiggle room in this that would allow a procedure per our treasurer's recommendation?

You're right. This forum is not the proper one to pose this question. I suggest you take it up with an accountant who can train you in proper cash handling procedures.

[Guest ac thomas]

The fact that the question is being asked at all implies that there is some ambiguity in the provision. But yes, the bylaw language is broad enough that it might be reasonable to argue that the streamlining process would be proper.

No, it doesn't. What is ambiguous, or broad, about "The treasurer shall..." or "He/she shall..."? That's two references to an individual who happens to have a specific fiduciary responsibility. I do not see where duties pertaining to that responsibility is delegated to anyone without a comparable one. I could be wrong, but I would appreciate an explanation of how the existing language implies or extends authority to anyone other than the officer named.

[Chris Harrison]

Never mind.

[Trina]

No, it doesn't. What is ambiguous, or broad, about "The treasurer shall..." or "He/she shall..."? That's two references to an individual who happens to have a specific fiduciary responsibility. I do not see where duties pertaining to that responsibility is delegated to anyone without a comparable one. I could be wrong, but I would appreciate an explanation of how the existing language implies or extends authority to anyone other than the officer named.

Personally, I think you make a strong case that your bylaws language is NOT very ambiguous on this point. However, this argument must be made to convince people in your organization (following that instruction on p. 570 that 'an ambiguity must exist before there is any occasion for interpretation'). Your first internal discussion, apparently, should be as whether there IS ambiguity. The answer to the question won't be found in RONR, which is why the opinions of the individuals posting on this forum carry no particular weight on your question (we are repeatedly discouraged from engaging in bylaws interpretation, although it is often tempting to venture into that area).

[hmtcastle]

I would appreciate an explanation of how the existing language implies or extends authority to anyone other than the officer named.

Whether anyone here agrees or disagrees with you is irrelevant. If this issue comes to a vote you'll need the members on your side. If your argument is persuasive (and I think it is), you should have them. In other words, it's not us you have to convince.

Though you might want to prepare for the debate by arguing the other side. It's often an instructive exercise.

[Guest ac thomas]

Personally, I think you make a strong case that your bylaws language is NOT very ambiguous on this point. However, this argument must be made to convince people in your organization (following that instruction on p. 570 that 'an ambiguity must exist before there is any occasion for interpretation'). Your first internal discussion, apparently, should be as whether there IS ambiguity. The answer to the question won't be found in RONR, which is why the opinions of the individuals posting on this forum carry no particular weight on your question (we are repeatedly discouraged from engaging in bylaws interpretation, although it is often tempting to venture into that area).

What I've done is to recommend the board refer the question to the bylaws committee for a recommended interpretation. Next step would be for the board to evaluate that and make a recommendation to the membership. I agree that the key question is whether or not there is any ambiguity. It is my understanding that the word "shall" is explicit and imperative. Got that from an RP, but that was several years ago. I appreciate that you guys don't want to get bogged down in bylaws interpretation. Thanks for the input.

[Guest ac thomas]

Whether anyone here agrees or disagrees with you is irrelevant. If this issue comes to a vote you'll need the members on your side. If your argument is persuasive (and I think it is), you should have them. In other words, it's not us you have to convince.

Though you might want to prepare for the debate by arguing the other side. It's often an instructive exercise.

That argument with myself is what prompted my questions. At this point I want to make sure there isn't something important I'm completely ignorant of or have overlooked. I do feel fairly solid with the reasoning, and could even field an argument having to do with the integrity of record keeping procedures, but my focus is on the bylaws themselves because the organization has a history of ignoring those bylaws that are inconvenient.

[Josh Martin]

It is my understanding that the word "shall" is explicit and imperative.

That much we can verify. It is correct that in the context of laws or rules the word "shall" means "must."

[Guest ac thomas]

That much we can verify. It is correct that in the context of laws or rules the word "shall" means "must."

Thank you. Extremely helpful.

[Dan Honemann]

Never mind.

And he got that right!

[Kim Goldsworthy]

>>It is my understanding that the word "shall" is explicit and imperative.<<

That much we can verify.

No, you can't verify that.

There is no support for that in RONR.

So verification is not possible, using RONR alone.

It is correct that in the context of laws or rules the word "shall" means "must."

Not necessarily.

• There is no support for that interpretation in RONR.

• If the bylaws are old (circa 100 years old), then "shall" does not imply must, but implies "will." (See Fowler's for the original demarcation; see Garner's for the research confirmation.)

[Guest ac thomas]

>>It is my understanding that the word "shall" is explicit and imperative.<<

No, you can't verify that.

There is no support for that in RONR.

So verification is not possible, using RONR alone.

What else would one use?

Not necessarily.

• There is no support for that interpretation in RONR.

• If the bylaws are old (circa 100 years old), then "shall" does not imply must, but implies "will." (See Fowler's for the original demarcation; see Garner's for the research confirmation.)

Current bylaws are 1 year old. Original, which contain the passage in question, are between 20-35 years old. Can't be more specific, but this seems to fall on this side of the old range.

Is the meaning of the word determined by usage or interpretation?

[hmtcastle]

Is the meaning of the word determined by usage or interpretation?

I'd suggest that Mr. Martin's reply is more helpful that Mr. Goldsworthy's.

[Guest ac thomas]

I'd suggest that Mr. Martin's reply is more helpful that Mr. Goldsworthy's.

Yes, I am familiar with the subspecies homo sapiens sapiens pontificus, several of whom appear to have found this question attractive. Thank you for your insightful suggestion.

[Weldon Merritt]

I am familiar with the subspecies homo sapiens sapiens pontificus

I love it! I will have to remember this one.

[Guest ac thomas]

I love it! I will have to remember this one.

In real life, sometimes humor accomplishes as much as picking the nits.

[Trina]

Yes, I am familiar with the subspecies homo sapiens sapiens pontificus, several of whom appear to have found this question attractive. Thank you for your insightful suggestion.

Keep in mind that there is no rule on this forum that requires all posts in a thread to be directly responsive to the original poster's question. Often interesting peripheral issues come up. Mr. Goldsworthy's comments were in response to Mr. Martin, and his words made it pretty clear that the alternate interpretation of 'shall' is unlikely to apply to most organizations today. The idea that interpretation of bylaws language may have to include knowledge of older language usage (and the fact that there are apparently people doing research in this arcane area (!) ) is an interesting bit of information IMO. That doesn't mean everyone has to find it interesting though .

From other things I've read on this forum, the 'shall' = 'must' equivalence seems firmly established in the technical language currently used by parliamentarians (even if RONR does not, standing by itself, clearly define this usage).