Principles of Interpretation

[Guest MIDad]

I see several references on this forum to some "principles of interpretation", citing RONR, 10th ed., pgs. 570-573. Unfortunately, my most recent copy is the 9th ed. (I haven't needed one in quite a while, and now that I need one again it seems too close to the release of the 11th to buy the 10th.) Do the principles of interpretation exist anywhere in the 9th ed. (I can't find them), or must I buy a 10th ed. for the few months before it's superseded to get a look at those principles? Or perhaps someone would be kind enough to answer some questions for me?

Suppose: An ambiguity in the bylaws is not noticed until its interpretation becomes important for the proceedings of a meeting already in progress. Neither interpretation conflicts with or renders absurd any other provision. The interpretation affects voting rights in the assembly; the assembly therefore cannot vote on which interpretation is operative without first deciding which interpretation is operative. Does the chair have authority to decide? If so, and if the chair's decision is challenged, is the chair's interpretation binding on the vote to overrule? That is, if the interpretation chosen by the chair acts to confirm voting rights for a certain group, when the other interpretation acts to deny those rights to the same group, may that group vote on the question to overrule? If the chair does not have authority to decide, how can the ambiguity be resolved short of amending the bylaws? (Obviously the bylaws should be amended as soon as possible, but cannot be amended at the meeting already in progress because no notice of amendment has been given.)

[Kim Goldsworthy]

Do the principles of interpretation exist anywhere in the 9th ed. (I can't find them)

See page 581 in the NINTH EDITION.

Section 55 = CONTENT AND COMPOSITION OF BYLAWS.

[Kim Goldsworthy]

To say "I will wait for the next edition to come out" is like saying,

"I won't buy a ticket to Disneyland in 2010 because a new ride is coming in Summer of 2011."

Or, like saying, "I'll hold off getting a bible in 2010 because a new edition is coming out in 2011."

• The next edition won't be any different except for subtle changes.

• The meat of the book isn't going to change.

• The rules themselves are not going to change.

You are just leaving yourself parliamenarily "blind" for an extra year. - When you could be following along on this Q&A Forum web site for a FULL YEAR with perfect concordance with all citations.

Save money!

Buy your TENTH edition today.

The price of the ELEVENTH edition is surely going to be more expensive than the TENTH edition.

And the TENTH edition will be lighter in weight, too (i.e., fewer pages).

[hmtcastle]

Save money!

Buy your TENTH edition today.

The price of the ELEVENTH edition is surely going to be more expensive than the TENTH edition.

And the TENTH edition will be lighter in weight, too (i.e., fewer pages).

Of course even more money can be saved by making do with the 9th.

[George Mervosh]

Of course even more money can be saved by making do with the 9th.

True. Although $12.60 is a small price if their society is bound by the 10th.

[hmtcastle]

True. Although $12.60 is a small price if their society is bound by the 10th.

True. I was just extending Mr. Goldsworthy's argument along the path to its logical conclusion.

[Guest MIDad]

Well. I'm not sure how I managed not to find the Principles of Interpretation in the 9th; thanks for the page citation, Ms. Goldworthy. However, nothing in those principles seems to address the problem. The first principle says each society decides for itself the meaning of its bylaws where ambiguity exists, so the assembly should vote to resolve the ambiguity. But in this case the ambiguity centers on who may vote, so the assembly cannot vote until the ambiguity is resolved. Common sense -- or my version of it, anyway -- says this means the chair must decide, because there is no way for the assembly to decide without deciding first. No other principle of interpretation seems relevant, except that I could argue that not allowing the chair to decide leads to an absurdity, namely the inability of the assembly to conduct any business whatsoever including the business of resolving the ambiguity.

Re ponying up for the 10th, actually I probably would postpone a trip to Disneyland if I knew they were going to open a ride I really wanted to ride next year, because I have very little desire for two trips in two years (and enough other things on which I'd rather spend my money). And if there were going to be changes in the bible, you can bet I'd wait on the revisions.

[Guest MIDad]

thanks for the page citation, Ms. Goldworthy.

If I have misidentified the gender of the person who first replied with the first name Kim (which I acknowledge, belatedly, is ambiguous), or am ignorant of a convention here of referring to everyone as "Mr." without regard for gender, I apologize.

[hmtcastle]

Common sense -- or my version of it, anyway -- says this means the chair must decide, because there is no way for the assembly to decide without deciding first.

I'm not sure I'd give the chair any special status here. After all, he may be one of the members whose right to vote is in question. One would hope that there would be at least a few members (actually one would hope most members) whose right to vote was not subject to this ambiguous rule and it would be those members who would vote on the question. Of course all this is hypothetical and might be more easily resolved if the facts were known.

[Dan Honemann]

Of course all this is hypothetical and might be more easily resolved if the facts were known.

Oh, but these are the circumstances in which you guys are at your finest.

[hmtcastle]

Oh, but these are the circumstances in which you guys are at your finest.

I did feel as if I was channeling The Wrathful One when I made that "hypothetical" comment.

[Robert B Fish]

However, nothing in those principles seems to address the problem. The first principle says each society decides for itself the meaning of its bylaws where ambiguity exists, so the assembly should vote to resolve the ambiguity. But in this case the ambiguity centers on who may vote, so the assembly cannot vote until the ambiguity is resolved. Common sense -- or my version of it, anyway -- says this means the chair must decide, because there is no way for the assembly to decide without deciding first. No other principle of interpretation seems relevant, except that I could argue that not allowing the chair to decide leads to an absurdity, namely the inability of the assembly to conduct any business whatsoever including the business of resolving the ambiguity.

I'm not sure you're looking at this correctly. At the next meeting of the organization at which a quorum is present, make a point of order that some of those present are not eligible to vote because [insert reason, dues perhaps?]. The chairman will rule whether your point or order is well taken or not. The secretary will record your point of order and the chairman's ruling together with his/her reasoning. If you do not agree with the chairman's ruling, you may appeal the ruling and the assembly will decide. A majority vote is required to overturn the chairman's ruling. This establishes the interpretation for your organization. You should then amend the bylaws to remove language that is not clear, etc.

-Bob

[Guest MIDad]

I'm not sure I'd give the chair any special status here. After all, he may be one of the members whose right to vote is in question. ... Of course all this is hypothetical and might be more easily resolved if the facts were known.

The chair's right to vote is not in question, and of course the chair would not vote except to break a tie. I endeavored to simplify the issue, but fair enough, the facts are these (section identification is pertinent only within this message; the excerpts are from several different articles):

1. The organization is a neighborhood association, which has "shareholders".
   
2. The "named purchaser(s)" of any lot in the neighborhood are issued two shares of stock.
   
3. "Each shareholder shall be entitled to one vote for each full share of stock in that shareholder's name on the books of the Corporation."
   
4. "All votes at any annual or special meeting of the shareholders may be cast either in person or by proxy ..."
   

The ambiguity centers on joint ownership: If a couple purchases a lot jointly, they are both the "named purchaser(s)" and thus presumably have joint ownership of both shares just as they have joint ownership of the lot. The question is, if only one of them is in attendance at a meeting, may that person vote both shares?

One interpretation is that because a joint-owner shareholder's name is on two shares (#2), the joint shareholder is entitled to two votes if the co-owner is not present. Another interpretation is that the joint shareholder is entitled to only one vote unless s/he has proxy for the co-owner. Still another interpretation, not suggested yet, could be that both shareholders are entitled to two votes, though that clearly was not the intent of the association when the bylaws were adopted.

So it's not quite whether a group may or may not vote, but whether some attendees may vote once or twice.

[Guest MIDad]

A majority vote is required to overturn the chairman's ruling.

Ahh, but who can vote? Therein lies the rub. How can an assembly vote to determine who is eligible to vote? To vote on the question of who is eligible, you must be eligible, and you cannot be eligible until the question is settled.

[Robert B Fish]

Ahh, but who can vote? Therein lies the rub. How can an assembly vote to determine who is eligible to vote? To vote on the question of who is eligible, you must be eligible, and you cannot be eligible until the question is settled.

If you follow your logic to its conclusion you will decide that the only way to resolve the issue is to dissolve the organization and re-form it because you express as a given that the assembly cannot decide who can vote. Surely there must be a quorum of those whom everyone agrees are eligible. Let them decide on a one-by-one basis who, of the challenged voters are also eligible, beginning with the least controversial and seat each one at once.

-Bob

[Guest MIDad]

Surely there must be a quorum of those whom everyone agrees are eligible.

I doubt it, actually. An overwhelming majority of shareholders are co-owners of their lots. Since requiring the dissolution and reformation of the organization would strike everyone as absurd, I submit that the chair (having been duly elected long before the ambiguity was noticed and long before anyone cared) should decide, and that any challenge to the chair's interpretation must then be made under terms of the chair's interpretation.

[Robert B Fish]

I doubt it, actually. An overwhelming majority of shareholders are co-owners of their lots. Since requiring the dissolution and reformation of the organization would strike everyone as absurd, I submit that the chair (having been duly elected long before the ambiguity was noticed and long before anyone cared) should decide, and that any challenge to the chair's interpretation must then be made under terms of the chair's interpretation.

Interesting thought. Totally without basis in RONR.

The chairman can rule on a point of order but only in a quorate meeting and his/her ruling is subject to challenge.

-Bob

[Josh Martin]

The chairman can rule on a point of order but only in a quorate meeting and his/her ruling is subject to challenge.

Of course it is, but in this case, the chairman's ruling may well have bearing on who is eligible to vote on the challenge (or how many votes they get, at least).

I'm not sure if it's covered in the 9th edition, but it seems to me that what RONR has to say about credentials challenges for conventions may be useful in resolving this situation, as the difficulties involved seem similar.

[Gary Novosielski]

Of course it is, but in this case, the chairman's ruling may well have bearing on who is eligible to vote on the challenge (or how many votes they get, at least).

I'm not sure if it's covered in the 9th edition, but it seems to me that what RONR has to say about credentials challenges for conventions may be useful in resolving this situation, as the difficulties involved seem similar.

It is getting increasingly difficult to cut this knot without figuring out why these various factions are alleged to be entitled to vote or not. If you consult RONR, it's fairly simple. Members vote.

It might be easier to figure out objectively who is and who is not a member than to continue to hypothesize about the motion To Appeal from the Existence of the Paradox. I mean, how hard can it be to figure out who's a member? <he asked, feigning innocence>

[Guest MIDad]

It is getting increasingly difficult to cut this knot without figuring out why these various factions are alleged to be entitled to vote or not. If you consult RONR, it's fairly simple. Members vote.

In our organization "shareholders" (not members) vote. The "named purchaser(s)" of each lot in the neighborhood are given two shares of stock in the corporation, and each shareholder is entitled to one vote for each share registered in that shareholder's name. For joint purchasers, both names appear on both shares. The specific question is, if only one of two joint purchasers of a lot is present at a meeting, may s/he vote one share or two?

[Guest Nancy N.]

An observation or two.

1. Kim Goldsworthy is a male human. (At least one of those is true.)

2. As Gary Novosielski points out, getting to "members" may clarify the situation.

2. As has been said, the chair has the right, and the responsibility, to rule on raised points of order (he can even bring an issue up himself, as p. 259 coyly says -- middle of p. 266 in the 9th Ed.), sure. But yes, the ruling can be appealed to the voters -- so if there is no appeal, problem solved; if there is an appeal, there's no change: same problem.

3. Still mulling, so I'm not sure whether one of MIDad's proposals is that the shareholder in attendance gets to cast the absentee vote of the absent shareholder, which is prohibited by RONR unless the bylaws or other high rules allow it, or that every shareholder has two votes, so that if both holders of the lot are present , they together cast four votes, which the original poster rejects (in his post of 20 September 2010 - 03:45 PM).

But I think that the first interpretation (also in that post) implies that rejected third. Which, surprisingly, leaves one person, one vote.

4. Finally. I thought this was implicit in one of the principles of interpretation, but maybe only in the last four words on p. 288 (p. 293 in the 9th Ed.). It's better to risk letting people vote who don't really have the right, than to risk depriving people of the right to vote who really do have it.

[Kim Goldsworthy]

1. Kim Goldsworthy is a male human. (At least one of those is true.)

"It depends on what the meaning of the word 'is' is."

–Bill Clinton,

during his 1998 grand jury testimony on the Monica Lewinsky affair

[Guest MIDad]

3. Still mulling, so I'm not sure whether one of MIDad's proposals is that the shareholder in attendance gets to cast the absentee vote of the absent shareholder, which is prohibited by RONR unless the bylaws or other high rules allow it, or that every shareholder has two votes, so that if both holders of the lot are present , they together cast four votes, which the original poster rejects (in his post of 20 September 2010 - 03:45 PM).

It's not that anyone thinks the shareholder in attendance gets to cast the absentee vote of the absent shareholder, quite. It's that the present shareholder's name appears on two shares of stock (along with the name of the absent shareholder), and each shareholder is entitled to one vote for each share of stock registered in his or her name.

But I think I understand what you're getting at. It was not the intention of the assembly when the bylaws were approved that two present shareholders would get *four* votes between them simply because both their names appear on two shares. And I think you're saying it follows from that one present shareholder does not get two votes simply because his name is on two shares. That makes sense to me, even if it's not what you meant!

I'm also grateful to you for pointing out that the chair can raise a point of order himself, which I had not known before.

I'm satisfied on how to proceed, and very grateful for the wisdom and patience of all who responded.