Can membership clarify meaning of bylaws?

[Guest orgmember]

Our organization has 5 bank accounts. 2 are general accounts, 2 are specifically for our 2 largest events, and the final one is a special savings account to pay our local government for services related to one of the large events. To date, all of these accounts have been considered chapter funds.

Our organization's bylaws include the following section:

The Board of Directors shall have control and management of the property and assets of the chapter, subject to the will of the general membership. Funds of the chapter shall be withdrawn from the bank, or banks, in which they are on deposit only by joint signature of the President and Financial Vice President, or of any two officers otherwise designated by the Board of Directors, provided said officers do not cohabitate.

At a meeting, a board member started discussion on how he believed that "funds of the chapter" only meant the general accounts. (For reference, a member stood up at a previous meeting and said she added that line in 2008 and she meant it to mean only the general accounts. Further research has shown it's been in the bylaws since at least 2005). A motion was made to clarify that "funds of the chapter" only meant the general accounts and it was seconded. There was much debate on the subject, including people stating that the motion was out of order (which was ignored) and stating that all chapter accounts are, in fact, "funds of the chapter" no matter what their purpose is. A vote was taken and it passed.

Is this "legal" per Robert's Rules?

Oh, and we didn't have quorum at the meeting either. But, when this was brought to the President's attention, she said there was quorum and to drop it.

Please help!

[Robert B Fish]

Our organization has 5 bank accounts. 2 are general accounts, 2 are specifically for our 2 largest events, and the final one is a special savings account to pay our local government for services related to one of the large events. To date, all of these accounts have been considered chapter funds.

Our organization's bylaws include the following section:

The Board of Directors shall have control and management of the property and assets of the chapter, subject to the will of the general membership. Funds of the chapter shall be withdrawn from the bank, or banks, in which they are on deposit only by joint signature of the President and Financial Vice President, or of any two officers otherwise designated by the Board of Directors, provided said officers do not cohabitate.

At a meeting, a board member started discussion on how he believed that "funds of the chapter" only meant the general accounts. (For reference, a member stood up at a previous meeting and said she added that line in 2008 and she meant it to mean only the general accounts. Further research has shown it's been in the bylaws since at least 2005). A motion was made to clarify that "funds of the chapter" only meant the general accounts and it was seconded. There was much debate on the subject, including people stating that the motion was out of order (which was ignored) and stating that all chapter accounts are, in fact, "funds of the chapter" no matter what their purpose is. A vote was taken and it passed.

Is this "legal" per Robert's Rules?

Oh, and we didn't have quorum at the meeting either. But, when this was brought to the President's attention, she said there was quorum and to drop it.

Please help!

Both issues you raise are pretty straightforward.

If it can be proved that there was not a quorum at the meeting, then all action taken at the meeting is null and void, although it could be ratified at a later, quorate, meeting.

See Official Interpretations 2006-12 and -13. You can proceed like this: at a membership meeting, make a point of order that the bylaws meaning of "funds of the chapter" was meant to include all funds, regardless of their purpose. The chairman will rule on your point of order. If you do not agree, you can appeal and the assembly will decide the matter. A majority vote is required to overturn the chairman's ruling. The result establishes the rule for your organization.

However, I also recommend that each organization with any treasury should also establish a resolution of financial accounts and signers, naming the different funds of the organizastion, the banks at which they are deposited, the persons authorized to sign on the account and the number of signatures required in each case, and the persons authorized to eastblish new accounts.

As you can see from OI 2006-12, -13, making these actions at a membershp meeting will also mena the board cannot change it (unless your bylaws give them explicit power to do so.)

-Bob

[Dan Honemann]

Although I am in general agreement with Mr. Fish's response, I would add that I am not at all convinced that "Funds of the Chapter", taken in context (or, at least, in such amount of context as has been provided), is ambiguous. If there is no ambiguity, there is nothing to interpret.

If the funds in these accounts are not the Chapter's funds, whose funds are they?

[Shmuel Gerber]

As long as we are helping to interpret these bylaws, I will point out that there is no such word as "cohabitate."

[Chris Harrison]

As long as we are helping to interpret these bylaws, I will point out that there is no such word as "cohabitate."

No? Dictionary.com has an entry here.

[David A Foulkes]

Oh, and we didn't have quorum at the meeting either. But, when this was brought to the President's attention, she said there was quorum and to drop it.

My favorite part of this post. Orgmember, keep an eye on this one. And check your quorum number in the bylaws, and keep a head count at meetings. You may need to raise a Point of Order next time. You are reading up on that in your RONR book, right????????

[David A Foulkes]

No? Dictionary.com has an entry here.

Oh-oh......

[hmtcastle]

As long as we are helping to interpret these bylaws, I will point out that there is no such word as "cohabitate."

Tell that to the more than 50,000 results in a Google search.

[Shmuel Gerber]

Tell that to the more than 50,000 results in a Google search.

I just did.

[Shmuel Gerber]

No? Dictionary.com has an entry here.

Pardon me if I did not make it clear that by "no such word", I meant "no such word in the standard English language as it now exists". People who would like to include words in their vocabulary that have been obsolete and rare for a few hundred years and that have re-emerged as uncouth back-formations substituted for the correct forms by those who may be ignorant of the latter are obviously free to do so.

Just ask Google.

[Kim Goldsworthy]

Let me offer you a logical argument using (Latin) reducio ad adsurdum.

***

Your member is arguing that only a subset of the 5 bank accounts are truly "funds of the Chapter."

And, therefore, that the other (complementary) subset of the 5 bank accounts are not "funds of the Chapter."

Q. Are we agreed? Is that the sticking point?

Now, as I understand your original posting, the question your member raised was,

"Regarding the bylaw which designates two methods of withdrawal:

• those two methods only applies to 'chapter funds'; and,

• those two methods never apply to other bank accounts' funds."

Q. Isn't that the argument being presented by your member?

Here is the inevitable result of that absurd premise:

If that were to be true, then a question arises:

Q. By what method shall the rest of the bank accounts have their funds withdrawn?

Put another way:

If you have a rule which says,

"Method #1 and Method #2 only applies to two accounts,"

then you must ask yourselves,

"What method(s) are permitted by our bylaws for the rest of the bank accounts (which, we concede for the moment, are not 'chapter funds')?"

I think you'll find that this leads to an impossible conundrum.

If you buy into this premise, then you must admit that you have no procedure whatsoever to withdrawn any funds at any time for 3 of your 5 bank accounts.

In summary: For 3 of your 5 accounts, you can make deposits, but you can never withdraw funds.

Bottom line:

Since this conclusion is absurd, then the initial premise (namely, "That some funds in the 5 accounts are chapter funds, and some funds in the 5 accounts are not chapter funds") is not a valid premise.

The mental exercise of assuming that the initial hypothesis was true led to results contrary to common sense.

That is reducio ad absurdum.

Like the song, The Eagle's "Hotel California":

You can check out any time you want.

But you can never leave.

[Shmuel Gerber]

Put another way:

If you have a rule which says,

"Method #1 and Method #2 only applies to two accounts,"

then you must ask yourselves,

"What method(s) are permitted by our bylaws for the rest of the bank accounts (which, we concede for the moment, are not 'chapter funds')?"

I think you'll find that this leads to an impossible conundrum.

If you buy into this premise, then you must admit that you have no procedure whatsoever to withdrawn any funds at any time for 3 of your 5 bank accounts.

So, all that would mean is that since there is no rule that applies, there is no rule that applies, and they could do it however they wanted to.

The mental exercise of assuming that the initial hypothesis was true led to results contrary to common sense.

That is reducio ad absurdum.

Or maybe it's reductio ad absurdum.

In any event, the fact that a certain interpretation leads to what one might consider to be absurdity in the substance of the resulting rule does not rule out such an interpretation. The principle (RONR, p. 570) is only that "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

The key in the poster's situation is that there does not seem to be any ambiguity to begin with.

[hmtcastle]

Or maybe it's reductio ad absurdum.

Or just absurdum.

[Trina]

...

You can proceed like this: at a membership meeting, make a point of order that the bylaws meaning of "funds of the chapter" was meant to include all funds, regardless of their purpose. The chairman will rule on your point of order. If you do not agree, you can appeal and the assembly will decide the matter. A majority vote is required to overturn the chairman's ruling. The result establishes the rule for your organization.

...

Since a point of order is to be made when 'a member thinks that the rules of the assembly are being violated' (RONR p. 240), what's the violation that is being protested by the member in the above hypothetical situation? That brings me back to something that bothered me in the initial post -- it sounds as though a motion was made to put a certain interpretation onto the bylaw, without any actual event or action taking place that came into conflict with the bylaw. I thought interpretation had to grow out of actually exercising the bylaw in question -- that leads to the possibility of a point of order, which then leads to the possibility of debate and vote on interpretation (if there is ambiguity).

Can an assembly choose to interpret a bylaw directly, by simply making a motion to interpret, just because someone thinks the bylaw needs clarification? Wouldn't that more properly be done via the bylaws amendment process?

[Chris Harrison]

Can an assembly choose to interpret a bylaw directly, by simply making a motion to interpret, just because someone thinks the bylaw needs clarification? Wouldn't that more properly be done via the bylaws amendment process?

I don't think that an interpretation can be made unless an issue arises which brings the bylaw into question. A direct interpretation/clarification should be done through a bylaw amendment.

[hmtcastle]

Can an assembly choose to interpret a bylaw directly, by simply making a motion to interpret, just because someone thinks the bylaw needs clarification? Wouldn't that more properly be done via the bylaws amendment process?

I think when Mr. Fish suggested raising a point of order to the effect that, "the bylaws meaning of "funds of the chapter" was meant to include all funds", the implied conclusion to that motion was, "and the board (or whoever) is violating that rule" (or words to that effect).

As to interpreting the bylaws when no rule is alleged to have been broken, I don't see why attention can't be drawn to an internal inconsistency without waiting for a violation (not that that's the case in this scenario). Of course an amendment would be required to actually change the bylaws but an agreed upon interpretation would serve until then.

[Trina]

I think when Mr. Fish suggested raising a point of order to the effect that, "the bylaws meaning of "funds of the chapter" was meant to include all funds", the implied conclusion to that motion was, "and the board (or whoever) is violating that rule" (or words to that effect).

As to interpreting the bylaws when no rule is alleged to have been broken, I don't see why attention can't be drawn to an internal inconsistency without waiting for a violation (not that that's the case in this scenario). Of course an amendment would be required to actually change the bylaws but an agreed upon interpretation would serve until then.

From the original post:

> At a meeting, a board member started discussion on how he believed that "funds of the chapter" only meant the general accounts. <

I think it sounds like a board member started talking (at a general membership meeting) about his personal opinion of the meaning of the bylaw, and other members then joined in with their opinions. Where's the violation? Perhaps the problem comes from having 'discussion' without a motion on the floor.

As for your second paragraph (that it's OK to interpret and clarify a bylaw in the absence of violation), I'm curious whether other posters agree.

[Dan Honemann]

As for your second paragraph (that it's OK to interpret and clarify a bylaw in the absence of violation), I'm curious whether other posters agree.

I don't.

[hmtcastle]

I don't.

Then, as Sgt. Preston of the Yukon used to say to his lead dog, "Well King, this case is closed".