Robert's Rules: Interpreting Bylaws

Your bylaws belong to your group, and only your group can decide what they mean. Sure, a parliamentarian can help you understand the technical meaning of a phrase or a section here and there. But when you come across something ambiguous (meaning that there's more than one way to reasonably interpret something), then the question remains to be answered by your organization by a majority vote at a meeting.

If you find your group has to adopt a specific interpretation to resolve an ambiguity, then 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!

Robert's Rules lists some principles of interpretation to help you narrow down what's truly ambiguous and what's just a matter of following a rule for interpretation. These principles are listed and discussed here in the context of bylaws, but the principles apply to other rules, too.

  • 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, then 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, then 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, then be prepared to buy your spouse a new dress or a new tie before the festivities begin.
  • When bylaws authorize specific things in the same class, other things 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 that which is 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 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.
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