INTERPRETATION OF BYLAWS JAMES H. STEWART, PRP FOR CSAP ANNUAL MEETING 2014

Documents of Authority  Federal – Constitution and IRS 501 (c) code  State – Corporation code & regulations  Local – rare, but may exist  Charter – from parent organization  BYLAWS  Policy/ Procedures/ Standing Rules  (Special Rules of Order)  Parliamentary Authority  Tradition

Policy/Procedure/Standing Rules Special Rules of Order  Policy – Implements a bylaw, program or action.  Procedure – How to do a policy, exact steps  Standing Rules – Apply only to a meeting  Special Rules of Order – Supersedes Parliamentary Authority

BYLAWS DEFINITION The basic rules that an organization MAKES FOR ITSELF regarding the structure and function of the organization and it’s governance

DEFINITION  The key is MAKES FOR ITSELF – thus those rules made by others are NOT included in the bylaws.  OR – If the organization can’t change it, it DOES NOT go in the bylaws

The Rules According to RONR

RONR 588 – 591 #1  “Each society decides for itself the meaning if its bylaws” (maybe)  If meaning is clear – no other interpretation.  If not clear – members decide.  JHS advice: written interpretation as policy to insure consistency of interpretation over time.  Other: Statute, legal opinions, court order

RONR 588 – 591 #2  “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.”

RONR 588 – 591 #3  A general statement or rule is always of less authority than a specific statement or rule and yields to it.

RONR 588 – 591 #4  If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited

RONR 588 – 591 #5  A provision granting certain privileges carries with it a right to a part of the privileges, but prohibits a greater privilege.

RONR 588 – 591 #6  A prohibition or limitation prohibits everything greater than what is prohibited, or that goes beyond the limitation; but it permits what is less than the limitation, and also permits things of the same class that are not mentioned in the prohibition or limitation and that are evidently not improper.

RONR 588 – 591 #7  The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty.

RONR 588 – 591 #8  In cases where the bylaws use a general term and also two or more specific terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms.

DATES/NOTIFICATION  “Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent.” RONR 92  USPS Closed  Corp. Code: 48 hours for board meeting.  Different standards for different methods.

BEYOND RONR WHAT EXPERIENCE HAS TAUGHT ME

SET WRITTEN POLICY FOR CONSISTENT INTERPRETATION

SHALL / MAY  SHALL – is a commandment, something you MUST do – even if it seems there is no reason  IE. If you state a ballot vote, you must have a ballot vote, even if there is only one candidate.

SHALL / MAY  MAY is Restrictive Permission – If you are going to do something – you must do it this way.  IE – you MAY elect honorary members by a specific process, but you do not have to elect if you don’t want to

CORPORATE POWERS  CCC and most bylaws state all CORPORATE POWERS (Business Functions) are under control of the board, subject to bylaws provisions.  What does that mean?

5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

CORPORATE POWERS  Q1 – can all powers be delegated to the members in the bylaws, with only the business operations under the board?  Q2 – can the member assembly countermand or amend an action of the board?  Q3 – does the board have the power to amend or rescind an action of the members?

REMOVAL  With or Without Cause  “Cause” defined in law (ccc 5221) as:  of unsound mind  Convicted of a felony  Breached a duty  Missing meetings  Just not playing well with others NOT included

???? There shall be a Nominating Committee consisting of eleven (11) members which shall be: a.Chairman as a non-voting facilitator. b.Chairman-Elect as a non-voting facilitator-in-training.

DO NOT UNDERSTAND  The National Parliamentarian shall present the election results to the National Council for ratification.  EFFECTIVE JUNE 1, 2009, AMEND #7 TO READ AS FOLLOWS:  The National Secretary shall present the election results to the National Council for ratification.

THAT’S ALL FOLKS  The interpretation of bylaws is an art form that combines word definitions, phrasing, RONR, law, and the custom of, and an understanding of the culture of, the association for whom the bylaws are written.