Term of office of Director

[wilyoung]

Our bylaws define the term of office for our directors as, "Terms of office shall be for three (3) years; however, Directors shall serve until their successors have been elected or appointed." Does this qualify as an "and until" or an "or until" form?

Another section states, "A director (including officer) may resign, or may be removed by a two-thirds vote of the membership." (That's it. No further procedure specified) Should the unqualified "membership" be interpreted as "membership present and voting," "membership present," or "entire membership"?

We would like to remove our "dictator from hell" president, but the somewhat ambiguous wording of our bylaws leaves us to wonder just how much trouble it will be, parliamentary speaking.

Wil

[David A Foulkes]

Our bylaws define the term of office for our directors as, "Terms of office shall be for three (3) years; however, Directors shall serve until their successors have been elected or appointed." Does this qualify as an "and until" or an "or until" form?

Another section states, "A director (including officer) may resign, or may be removed by a two-thirds vote of the membership." (That's it. No further procedure specified) Should the unqualified "membership" be interpreted as "membership present and voting," "membership present," or "entire membership"?

We would like to remove our "dictator from hell" president, but the somewhat ambiguous wording of our bylaws leaves us to wonder just how much trouble it will be, parliamentary speaking.

Wil

To start, asking for interpretation of your bylaws here won't get you far. Your organization will need to do that. See RONR 10th Ed., pages 570-573 for some Principles of Interpretation that will help you with that. Then, I'd also suggest reading appropriate sections to see the language used by RONR, then amend your bylaws to conform so you at least have RONR more strongly on your side. Your questions suggest you have done that, as you have used some RONR-approved language in an attempt to interpret your bylaw language, so now it's time to get working on that.

As for getting rid of your dictator - er, that is - president, see FAQ #20 and also take a careful read of Chapter XX in RONR (10th Ed.).

[wilyoung]

I realize the final authority on bylaws interpretation is up to the membership (Although our Board tries to reserve that to themselves without bylaws authority to do so.) A few of us have been scouring the RONR (our bylaws designated parliamentary reference) for help in making that interpretation. What I was hoping for was a RONR cite that we may have missed which would be more definitive. And an answer to the question, "How do you use the RONR as a definitive tool to interpret bylaws when the bylaws do not use the exact wording used in the RONR, even though the bylaws specifies that the RONR is our parliamentary reference?"

Not only do we have the "dictator from hell" president (who is also classed as a director and is bound by director definitions) we also have a large semi-parliamentary-literate (actually parliamentary illiterate) contingent who have been heard to say, "If we would just get rid of all the engineers and English majors we could just say what we wanted to say in bylaws amendments without all this nit-picking about wording." And we, unfortunately, have bylaws that reflect that thinking. So we have big "discussions" about meanings. Just looking for a way to use RONR as a "hammer" in those discussions. Difficult when the wording doesn't jibe.

As for rewriting our bylaws - that has been suggested many times. But the parliamentary illiterate contingent is large enough to prevent that. It takes a 2/3 vote.

Wil

[hmtcastle]

"How do you use the RONR as a definitive tool to interpret bylaws when the bylaws do not use the exact wording used in the RONR, even though the bylaws specifies that the RONR is our parliamentary reference?"

The "Principles of Interpretation" on pp. 570-573 may be helpful, but not if the membership prefers to ignore the rules.

[Gary Novosielski]

"How do you use the RONR as a definitive tool to interpret bylaws when the bylaws do not use the exact wording used in the RONR, even though the bylaws specifies that the RONR is our parliamentary reference?"

Not only do we have the "dictator from hell" president (who is also classed as a director and is bound by director definitions) we also have a large semi-parliamentary-literate (actually parliamentary illiterate) contingent who have been heard to say, "If we would just get rid of all the engineers and English majors we could just say what we wanted to say in bylaws amendments without all this nit-picking about wording." And we, unfortunately, have bylaws that reflect that thinking. So we have big "discussions" about meanings. Just looking for a way to use RONR as a "hammer" in those discussions. Difficult when the wording doesn't jibe.

Well, the whole point of adopting a parliamentary authority is that you don't have to make the wording match--what you do is leave the wording completely out of the bylaws, and then the rules in RONR prevail. If the wording doesn't jibe, then you don't use RONR for that rule, you use your bylaws--aided by the Principles of Interpretation, as H.W.M. pointed out.

The less your bylaws say the better, in most cases. There are some things that definitely belong in your bylaws, but those points are also mentioned in RONR. There is also a lot of extraneous material that people love to put in their bylaws, but which is completely unnecessary because it's covered perfectly well in RONR.

For ideas on what to change, look through RONR's sample bylaws, read the comments on what belongs and what doesn't, and compare them with your own bylaws.

I've recently helped with a bylaws revision for an organization, and probably 85% or more of the changes were simply to strike entire paragraphs or series of paragraphs that were nothing but (poorly written) redundancies for the much better-written rules already contained in RONR.

[Josh Martin]

Our bylaws define the term of office for our directors as, "Terms of office shall be for three (3) years; however, Directors shall serve until their successors have been elected or appointed." Does this qualify as an "and until" or an "or until" form?

It actually doesn't matter which one it means since you have disciplinary language elsewhere in your Bylaws. Take a look at the last sentence in FAQ #20: "Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed." The other section you mention is controlling for discipline, and there is no significant between "and until" and "or until" except for disciplinary procedures. So you don't really need to worry about this one. (RONR, 10th ed., pg. 642, line 29 - pg. 643, line 14)

Another section states, "A director (including officer) may resign, or may be removed by a two-thirds vote of the membership." (That's it. No further procedure specified) Should the unqualified "membership" be interpreted as "membership present and voting," "membership present," or "entire membership"?

It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. You have unfortunately used some rather ambiguous language here. Once you've all figured out what it means, amend your Bylaws so that it's more clear.

A few of us have been scouring the RONR (our bylaws designated parliamentary reference) for help in making that interpretation.

See RONR, 10th ed., pgs. 570-573 for some Principles of Bylaws interpretation.

And an answer to the question, "How do you use the RONR as a definitive tool to interpret bylaws when the bylaws do not use the exact wording used in the RONR, even though the bylaws specifies that the RONR is our parliamentary reference?"

You can't. When there are ambiguous provisions in the Bylaws which use language different than that suggested by RONR, or delve into areas outside of the scope of RONR, there is no clear-cut answer within RONR. The Principles of Interpretation may be helpful, but the book cannot be the final answer on a document that your organization wrote.

Just looking for a way to use RONR as a "hammer" in those discussions. Difficult when the wording doesn't jibe.

It's impossible when the wording doesn't jibe. There are no solid answers to most questions of Bylaws interpretation. The cases in which RONR clearly says "this is what this Bylaws language means" are quite rare, and as you've seen, societies often muck up even those by using variant wording. The Principles of Interpretation may be helpful, but there is no "hammer" for you to use. You're all going to have to work together to interpret the meaning of the Bylaws.

[Gary Novosielski]

There are no solid answers to most questions of Bylaws interpretation. The cases in which RONR clearly says "this is what this Bylaws language means" are quite rare, and as you've seen, societies often muck up even those by using variant wording. The Principles of Interpretation may be helpful, but there is no "hammer" for you to use. You're all going to have to work together to interpret the meaning of the Bylaws.

Yeah, don't think "hammer". Think "tweezers".

[wilyoung]

Thanks, all. The Principles of Bylaws Interpretation will probably be our best help. Don't know how we missed that section.

These bylaws were written long before I became a member of the organization and have been a bone of contention for some time. Maybe this shake-up will convince the illiterates that we really do need to clean them up.

[David A Foulkes]

Thanks, all. The Principles of Bylaws Interpretation will probably be our best help. Don't know how we missed that section.

Well, in the 700+ pages before you, it's easy to overlook a few!