Robert's Rules for Interpreting Bylaws
Robert’s Rules lists some principles of interpretation to help you determine understand and interpret bylaws. Your bylaws belong to your group, and only your group can decide what they mean.
A parliamentarian can help you understand the technical meaning of a phrase or a section, but when you come across something ambiguous (meaning that there’s more than one way to reasonably interpret something), the question needs to be answered by the members of your organization by a majority vote at a meeting.
If your group has to adopt a specific interpretation to resolve an ambiguity, make the interpretation. But as soon as you can, follow up by amending the bylaws to remove the ambiguity. Making the adjustment to the bylaws keeps you from having to go round and round with the same issue, depending on who attends the meeting.
Bylaws are subject to interpretation only when ambiguity arises. If the meaning is clear, not even a unanimous vote can impute to them a different meaning. In other words, if you want a bylaw to have a different meaning, you have to amend it.
When bylaws are subject to interpretation, no interpretation can be made that creates a conflict with another bylaw. You’re also obligated to take into account the original intent of the bylaw, if it can be ascertained.
If a provision of the bylaws has two reasonable interpretations, but one interpretation makes another bylaw absurd or impossible to reconcile and the other interpretation doesn’t, you have to go with the one that doesn’t have a negative effect on existing bylaws.
A more specific rule takes control when you have a conflict between the specific rule and a more general rule. For example, if your bylaws say that no relatives are permitted at meetings and another individual bylaw says that you can bring your spouse to the annual meeting and barn dance, be prepared to buy your spouse a new dress or a new tie before the festivities begin.
When bylaws authorize specific items in the same class, other items of the same class are not permitted. For example, if your bylaws allow members to enter cats, dogs, hamsters, and ferrets in the annual pet parade, then elephants are off-limits.
When a bylaw authorizes a specific privilege, no privilege greater than the one that’s authorized is permitted. For example, if your bylaws say that your board can provide refreshments for the members at meetings, that doesn’t mean the board can host a banquet at the Ritz.
If a bylaw prohibits something, then everything beyond what’s prohibited (or limited) is also prohibited. However, other things not expressly prohibited or not as far-reaching as the prohibition are still permitted. For example, if your bylaws say that you can’t throw rotten fruit at your president during a meeting, then you probably can get away with catapulting a spoonful of fresh stewed tomatoes in his direction.
If a bylaw prescribes a specific penalty, the penalty can’t be increased or decreased except by amending the bylaws. For example, if you say that a member shall be expelled for speaking ill of the Grand Mazonka, then a member who calls the GM a louse must be expelled, but you can’t kick him on the backside as he heads for the exit.
If a bylaw uses a general term and then establishes specific terms that are completely included in the general term, then a rule that’s applicable to the general term applies to all the specific terms. For example, if your bylaws define a class of membership as Royal Pains and that class includes Hot Shots and Know-It-Alls, then a rule applying to Royal Pains applies to both the Hot Shots and the Know-It-Alls as well.