Interpretation & Application of Governing Documents Flashcards

When an organization's constitution is silent on a procedure, what is the correct course of action?

Answer: The organization's parliamentary authority fills the gap

When governing documents are silent on a procedure, the organization's adopted parliamentary authority (such as RONR) provides the applicable rules.

An organization's bylaws state that amendments require a 'two-thirds vote.' Which interpretation is correct under RONR?

Answer: Two-thirds of those present and voting must approve

Under RONR, a 'two-thirds vote' means two-thirds of those present and voting, excluding abstentions, unless the bylaws specify otherwise.

A special rule of order conflicts with a provision in the organization's bylaws. Which document prevails?

Answer: The bylaws, because they supersede special rules of order

Bylaws outrank special rules of order in the hierarchy of governing documents, so the bylaw provision prevails.

An organization's bylaws set quorum at 'twenty members.' If 22 members attend but 3 leave during the meeting, what is the quorum status?

Answer: Business already transacted remains valid but no new business may be conducted

Once quorum is lost, previously transacted business stands but the assembly must either secure quorum or adjourn before taking further action.

A bylaw provision states that the board 'may' take a specific action. How should this language be interpreted?

Answer: The board has discretionary authority to take the action or not

The word 'may' confers permissive, discretionary authority rather than a mandatory obligation.

Which principle applies when two provisions of the same bylaw article appear to conflict?

Answer: The specific provision controls over the general provision

A well-established rule of document interpretation is that the specific provision controls over a general provision on the same subject.

When an organization adopts RONR as its parliamentary authority, which statement is true regarding RONR's applicability?

Answer: RONR applies to all situations not covered by the organization's own rules

The parliamentary authority fills gaps in the organization's own governing documents but does not override them.