Google Answers Logo
View Question
Q: Question on Interpretation of Organization's National and Local Bylaws ( Answered,   0 Comments )
Subject: Question on Interpretation of Organization's National and Local Bylaws
Category: Miscellaneous
Asked by: nickoftime-ga
List Price: $200.00
Posted: 21 Oct 2005 17:22 PDT
Expires: 20 Nov 2005 16:22 PST
Question ID: 583308
"X" Inc. is a nonprofit national service organization made up of local
chapters across the country. Members join by invitation, after a
chapter voting process. The national organization has a Constitution,
Bylaws and Procedures. Local chapters can have bylaws if they don't
conflict with the National Constitution and Bylaws. The National
Bylaws require members to abide by the Constitution, Bylaws, Manual of
Procedures and other rules and regulations.  Robert's Rules of Order
govern the organization in all cases to which they a re applicable and
in which they are n ot inconsistent with the Constitution, bylaws and
special rules and procedures that the organization may adopt.

A local Chapter has a bylaw permitting it to use 2 ballots in its
membership voting process. The Chapter Bylaws Committee sought to
strike the provision, arguing that it conflicted with National bylaws.
The Chapter voted to retain it because the National Bylaws are, in
fact, silent on the issue.

Subsequently, a regional Parliamentarian ordered the Chapter to strike
the Bylaw on the basis of a Procedure. As demonstrated further below,
the Procedure does not directly address whether a Chapter can use two
ballots in its membership intake process. It direcly pertains to cases
in which a Chapter votes in more members than it has spaces.  In
addition, the document which sets forth the Procedure includes
"Policies" in the beginning of the record. There is no Policy
addressing the two ballot issue. Finally, the face of the document
calls into question whether it was ever formally adopted by the
National organization.

Against this background, is the Chapter's two ballot bylaw
permissible? Can the Procedure, which is not specific, invalidate the
local bylaw?  Can a colorable argument be made to defend the

The applicable National and Chapter bylaws are set forth below:

The National Bylaws provide that "new members...shall be elected by
2/3 affirmative vote of active membersof a chapter who are present and
voting."  No national bylaw provision refers to the number of bvallots
a chapter can use in the membership voting process.

Regarding Procedures, the National Bylaws recite that "Procedures
shall be adopted by a majority affirmative vote by the National
Assembly and the Executive Council to implement the national
Constitution and Bylaws.  These procedures shall be binding
on...members until such time as they are eliminated or changed by the
National Assembly and/or the Executive Council, so long as they are
not inconsistent with the Constituion and Bylaws or procedures
previously a dopted by the National Assembly.

The local bylaws state  that  "A 2/3 affirming vote of active members,
who are present and voting, is required to elect the candidate to
VOTING ON THE FIRST BALLOT. The Chapter Bylaws Committee has proposed
the deletion of the language set forth above in all capital letters.

The Procedure which the Parliamentarian cited states in pertinent
part:   chapters shall adopted (sic) procedures prior to voting on
prospective candidates, for the cases where there m ay be more
candidates who receive theh required number of votes than there are
vacancies/slots.  Procedures may include, but not limited to (1)taking
a 2nd ballot, (2) voting only on the candidates eligible from the 1st
ballot, (3)taking those candidates receiving the most votes.

Request for Question Clarification by leapinglizard-ga on 21 Oct 2005 20:16 PDT
Is this a school assignment?


Clarification of Question by nickoftime-ga on 22 Oct 2005 07:35 PDT
The question is not a school assignment and I am not a student.  It is
a real world situation with some time-sensitivity.  I have not been
able to find the answer myself, which is why I am seeking help.  I
think the key might lie in how "on point" a Procedure is supposed to
be and the weight it should be given, but I cannot find authority on
the subject.  Thank you.
Subject: Re: Question on Interpretation of Organization's National and Local Bylaws
Answered By: leapinglizard-ga on 31 Oct 2005 20:25 PST
Dear nickoftime,

The Chapter's two-ballot bylaw is indeed permissible, and the Procedure
does not invalidate it. I offer three colorable arguments in support of
this conclusion.


Suppose that the Procedure cited by the regional Parliamentarian has
been formally adopted by the National organization. (If it was not,
the question is resolved a priori in favor of the Chapter's bylaw.) The
wording of the Procedure specifies the circumstances under which it is
to be applied: "for the cases where there may be more candidates who
receive the required number of votes than there are vacancies/slots".

Now consider any situation in which the local Chapter invokes its
two-ballot bylaw. According to the wording of the bylaw, a second ballot
is to be conducted "for the designated openings not filled on the first
ballot". Thus, it must be true in such a case that fewer candidates
received the required number of votes than there are openings. But this
is exactly the contrary of the circumstances specified by the National
Membership Procedure.

So if we ask ourselves whether the National Procedure is applicable in a
case where the local Chapter would wish to conduct a second ballot, the
answer is negative. The National Procedure addresses situations in which
the number of eligible candidates exceeds the number of openings. On
the other hand, the local Chapter's bylaw applies when the number of
eligible candidates is inferior to the number of openings.

In sum, there is no conflict or interference of any kind between the
National Procedure and the Chapter's bylaw. They address situations
that are mutually exclusive. Neither speaks to the other, so neither
can invalidate the other.


Suppose, for the sake of argument, that the National Procedure were
modified so that it speaks to the situation in which some openings were
not filled by the first ballot, and that its wording were otherwise
intact. Consider the effect of the Procedure: it mandates that the local
Chapter adopt "procedures prior to voting on prospective candidates",
and names among its examples "(1) taking a 2nd ballot".

The local Chapter, then, has acted in accordance with this National
Procedure, for it has adopted precisely such a procedure. By drafting and
ratifying its two-ballot bylaw, the Chapter has addressed beforehand the
circumstances in question, just as the National Procedure requires. If
the members wish, they may change or eliminate this procedure in favor
of another one, but as it stands the two-ballot procedure is fully in
keeping with the stipulations of the National Procedure.

Hence, the Chapter's two-ballot bylaw is not in contravention of the
National Procedure. On the contrary, the local bylaw embodies the
Chapter's strict adherence to the National Procedure.


We raise the matter, finally, of what Robert's Rules have to say on the
subject of multiple ballots. The general provision on voting by ballot,
in Article VIII, section 46, paragraph 11, does not prescribe the number
of times a ballot is to be iterated.

    Voting by Ballot. The main object of this form of voting is
    secrecy, and it is resorted to when the question is of such a
    nature that some members might hesitate to vote publicly their
    true sentiments. Its special use is in the reception of members,
    elections, and trials of members and officers, as well as in
    the preliminary steps in both cases, and the by-laws should
    require the vote to be by ballot in such cases. Where the
    by-laws do not require the vote to be by ballot, it can be so
    ordered by a majority vote, or by general consent. Such motions
    are undebatable.

Robert's Rules Online: VIII.46:11

The only mention of multiple balloting is found in Article XI, section 66.

    Nominations and Elections. Before proceeding to an election
    to fill an office it is customary to nominate one or more
    candidates. This nomination is not necessary when the election is
    by ballot or roll call, as each member may vote for any eligible
    person whether nominated or not. [...] When the nominations
    are completed the assembly proceeds to the election, the voting
    being by any of the methods mentioned under Voting, [46], unless
    the by-laws prescribe a method. The usual method in permanent
    societies is by ballot, the balloting being continued until the
    offices are all filled.

Robert's Rules Online: XI.66

Note especially the last sentence: "The usual method in permanent
societies is by ballot, the balloting being continued until the offices
are all filled." This is not a prescriptive rule, for it only describes
the "usual method", but nor does it proscribe the Chapter's bylaw. Indeed,
it fully agrees with the two-ballot bylaw.

If someone were to argue that this section of Robert's Rules pertains to
"offices" and therefore to positions such as treasurer and president,
the rejoinder is twofold. Firstly, an office is not necessarily a higher
office. Membership can itself be considered an office, mean though it
is in comparison to the executive offices, for it constitutes a position
of trust within the organization that distinguishes the member from the
non-member. Secondly, section 66 of Robert's Rules comes much closer
to the situation envisioned by the Chapter's two-ballot bylaw than does
the National Procedure.

Indeed, as we showed in argument 1 above, the National Procedure is
not at all concerned with situations in which the Chapter's two-ballot
bylaw applies. And even if, as in argument 2, we fictitiously modify
the National Procedure so that it does encompass the same situation, we
see that the bylaw complies with the Procedure as well as with Robert's
Rules. However loosely we interpret Robert's Rules, they can only validate
the Chapter's two-ballot bylaw.

In conclusion, you have every reason to believe that the Chapter's
two-ballot bylaw is permissible, and no reason to believe that it is
not. The National Procedure, whether or not it was formally adopted,
does not invalidate the local bylaw, nor does the bylaw contravene
Robert's Rules. If anything, it is supported by Robert's Rules.


There are no comments at this time.

Important Disclaimer: Answers and comments provided on Google Answers are general information, and are not intended to substitute for informed professional medical, psychiatric, psychological, tax, legal, investment, accounting, or other professional advice. Google does not endorse, and expressly disclaims liability for any product, manufacturer, distributor, service or service provider mentioned or any opinion expressed in answers or comments. Please read carefully the Google Answers Terms of Service.

If you feel that you have found inappropriate content, please let us know by emailing us at with the question ID listed above. Thank you.
Search Google Answers for
Google Answers  

Google Home - Answers FAQ - Terms of Service - Privacy Policy