conflicting bylaws

[Guest harris]

Our bylaws state that our meeting MUST be held on the 2nd Friday of October due to elections. They also state that all 3 business officers must be present. Our secretary will not be able to attend the meeting this Friday due to illness. Both of these bylaws can not be honored at the same time. What wins out? Do we have the meeting on the day our bylaws dictate, missing the secretary? Or with the officers mentioned but on a conflicting date the bylaws required? Very confusing.

[hmtcastle]

Our bylaws state that our meeting MUST be held on the 2nd Friday of October due to elections. They also state that all 3 business officers must be present. Our secretary will not be able to attend the meeting this Friday due to illness. Both of these bylaws can not be honored at the same time. What wins out? Do we have the meeting on the day our bylaws dictate, missing the secretary? Or with the officers mentioned but on a conflicting date the bylaws required? Very confusing.

You can call the meeting to order on October 8th and adjourn it to a date when the three required officers will be present. The adjourned meeting is considered a continuation of the same session.

You might also want to amend your bylaws to remove these crippling restrictions.

[Guest harris]

You can call the meeting to order on October 8th and adjourn it to a date when the three required officers will be present. The adjourned meeting is considered a continuation of the same session.

You might also want to amend your bylaws to remove these crippling restrictions.

OK, just to clarify, the business conducted and election results of the portion of the meeting conducted on Oct 8th will be official?? And the meeting just closed at the adjourned meeting? I am concerned because it is a election meeting and a losing candidate may try and say that the meeting was not valid. Ive seen stranger things. I want to make sure we have every angle covered! Thank you......

[hmtcastle]

OK, just to clarify, the business conducted and election results of the portion of the meeting conducted on Oct 8th will be official?

No. If your rules require the presence of officers who won't be there, the best you could do would be to call the meeting to order and immediately adjourn it to a later date.

But this has everything to do with your bylaws and nothing to do with RONR, so it's beyond the scope of this forum.

[Shmuel Gerber]

Our bylaws state that our meeting MUST be held on the 2nd Friday of October due to elections. They also state that all 3 business officers must be present.

Only someone who is familiar with the bylaws and looks at the exact language in its entirety can properly answer this question. The fact that all 3 business officers must be present does not necessarily mean that the meeting is not valid without them. For example, in most organizations, the president has a duty to preside at every meeting, but the absence of the president does not invalidate the meeting.

[Kim Goldsworthy]

S1. Our bylaws state that our meeting MUST be held on the 2nd Friday of October due to elections.

S2. They also state that all 3 business officers must be present.

Our secretary will not be able to attend the meeting this Friday due to illness.

Both of these bylaws can not be honored at the same time.

What wins out?

Do we have the meeting on the day our bylaws dictate, missing the secretary?

Or with the officers mentioned but on a conflicting date the bylaws required?

No one, and no thing, "wins out".

The exact wording of your two "conflicting" rules is a huge factor.

All we have is your summary of the two conflicting rules.

The two rules, read in tandem, might imply that they are independent of each other, and might be obeyed separately.

Example:

You might be able to hold elections anyway, because the wording might be a demand, or order, for the three officers, and NOT, as we might assume, a factor regarding something as crucial as QUORUM or NOTICE.

That is, it might be a rule imposed on your officers, and not a rule imposed on the organization.

Extreme example:

Assume the wording of your S2 rule is like so:"The President and the Secretary shall attend the Annual General Meeting."

This rule won't interfere with elections, because it is a rule imposed on the president and secretary as a duty or obligation.

The president's (secretary's) absence won't invalidate the business transacted at a meeting he fails to attend, voluntarily or involuntarily.

Thus, the interplay between rules is crucial.

And we don't know what that interplay is.