Interpretation & Application of Governing Documents Flashcards

A bylaws provision requires a 'majority of the board' to approve contracts. The board has 9 members and 2 seats are vacant. What constitutes a majority?

Answer: A majority of current membership, which is 5 of 7

When the bylaws require a majority of the board, it typically means a majority of the current membership of the board, not the authorized maximum size.

An organization's bylaws set terms of office as 'one year or until a successor is elected.' An election is delayed. What is the status of the current officers?

Answer: They continue to hold office until successors are elected

The 'or until a successor is elected' language creates a holdover provision that keeps officers in office until their successors are duly elected.

A bylaw provision states that the organization 'shall hold monthly meetings.' What is the effect if a monthly meeting is cancelled?

Answer: The organization is technically in violation of its bylaws

Mandatory meeting language in bylaws means the organization is obligated to hold those meetings, and failing to do so is a technical bylaw violation.

A committee is given authority in the bylaws to 'recommend' action on a matter. Can the committee instead take final action on that matter?

Answer: No, the committee's authority is limited to making recommendations to the assembly

A committee authorized only to 'recommend' lacks authority to take final action; that power remains with the body that created the committee.

The bylaws specify that the president 'shall appoint all committee chairs.' At a meeting, the assembly votes to elect the chairs instead. What is the effect?

Answer: The election is void because it usurps a power vested in the president by the bylaws

A bylaw vesting the appointment power in the president cannot be overridden by an assembly motion; doing so would be null and void.

When interpreting a bylaw that was adopted before the current parliamentary authority was adopted, what rule applies?

Answer: The provision is interpreted under the currently adopted parliamentary authority

Governing documents are interpreted in light of the currently adopted parliamentary authority, not the one in effect when the provision was written.

A member moves to 'suspend the rules and allow a non-member to vote on the pending question.' What is the correct ruling?

Answer: The motion is out of order because bylaws cannot be suspended

Voting rights of members are a fundamental right protected by the bylaws and cannot be altered by a motion to suspend the rules.