CP Interpretation & Application of Governing Documents 2 — Questions and Answers
Question 1: When an organization's constitution is silent on a procedure, what is the correct course of action?
- The matter is left to the chair's sole discretion
- The organization's parliamentary authority fills the gap (Correct answer)
- The procedure cannot be performed until the constitution is amended
- A special committee must be formed to create a rule
Correct 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.
Question 2: An organization's bylaws state that amendments require a 'two-thirds vote.' Which interpretation is correct under RONR?
- Two-thirds of the total membership must vote in favor
- Two-thirds of those present must vote in favor
- Two-thirds of those present and voting must approve (Correct answer)
- A majority plus two-thirds of absentees must concur
Correct 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.
Question 3: A special rule of order conflicts with a provision in the organization's bylaws. Which document prevails?
- The special rule of order, as it is more specific
- The bylaws, because they supersede special rules of order (Correct answer)
- The document adopted most recently controls
- The membership votes to choose which document applies
Correct 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.
Question 4: An organization's bylaws set quorum at 'twenty members.' If 22 members attend but 3 leave during the meeting, what is the quorum status?
- Quorum is lost and business must stop immediately
- Business already transacted remains valid but no new business may be conducted (Correct answer)
- The chair may continue the meeting at their discretion
- Quorum is unaffected because it was present at the start
Correct 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.
Question 5: A bylaw provision states that the board 'may' take a specific action. How should this language be interpreted?
- The board is required to take the action whenever circumstances arise
- The board has discretionary authority to take the action or not (Correct answer)
- The action may only occur with full membership approval
- The word 'may' has no legal significance in governing documents
Correct answer: The board has discretionary authority to take the action or not
The word 'may' confers permissive, discretionary authority rather than a mandatory obligation.
Question 6: Which principle applies when two provisions of the same bylaw article appear to conflict?
- The earlier provision controls as it was the original intent
- The later provision repeals the earlier one by implication
- Both provisions are void and must be re-drafted
- The specific provision controls over the general provision (Correct answer)
Correct 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.
Question 7: When an organization adopts RONR as its parliamentary authority, which statement is true regarding RONR's applicability?
- RONR applies only when the bylaws specifically reference it for each procedure
- RONR applies to all situations not covered by the organization's own rules (Correct answer)
- RONR supersedes bylaw provisions that conflict with it
- RONR applies only to motions, not to elections or discipline
Correct 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.
CP Interpretation & Application of Governing Documents 2
When an organization's constitution is silent on a procedure, what is the correct course of action?