In Mr. Smith Goes to Washington, the naïve Mr. Smith yields the Senate floor out of courtesy to a colleague, In doing so he loses his ability to debate on his legislation to prevent graft and corruption, Mr. Smith learned the hard way about the importance of knowing procedural rules. Officers and members of boards and and associations need to know the rules of order to achieve their goals and help their enterprises succeed. Our expertise includes:
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The September issue of the Community Association Institute Law Reporter told the story of a Texas Appeals Court case in which Mr. Storck, a member of the Tres Lagos Property Owners Association, successfully regained his voting rights after the Appeals Court found that the Tres Lagos Property Owners Association had inappropriately taken away his voting rights. Storck v. Tres Lagos Property Owners Association.
The bylaws of the Tres Lagos contained a provision that removed the voting rights of members who had failed to pay the association dues. The only count, among many, that Mr. Storck successfully challenged in Storck v. Tres Lagos was that this bylaw provision violated Texas law and was thereby invalidated.
This case illustrates the precedence or hierarchy of governance documents. Understanding the precedence of governance documents is critical in making proper—and in many cases legal—decisions. In the broadest possible sense, organizations are governed by the following authorities: federal law, state law, local laws, articles of incorporation, a constitution, bylaws, special rules of order, standing rules of order, and the parliamentary authority.
These authorities are listed according to precedence or rank. That is, state law must be consistent with federal law, local laws must be consistent with state and federal laws, articles of incorporation must be consistent local, state, and federal laws, and so on down to the parliamentary authority which must be consistent with all authorities listed before it.
Being consistent means that any provision in a lower ranked authority that is in violation or inconsistent with a higher authority is invalid or rather the higher authority takes precedence in the sense that it is the governing provision. In the Storck v. Tres Lagos case, the bylaw provision that removed voting rights from association members for failure to pay association dues was invalidated or overruled by the Texas State law stating that such a provision could not be established.
Not all associations or organizations have this extensive a line of governing authorities. In fact, many small local associations are unincorporated, and therefore little concern is needed regarding state and federal law aside from abiding by laws that most other citizens must abide. In which case, such association would merely need to be concerned with consistency of bylaws to the constitution, and so on.
In these cases when someone asks whether a procedure or action is valid, the response is often what do the bylaws say. If the bylaws are silent then you seek guidance in the special or standing rules. If the answer can’t be found in these authorities, then the parliamentary authority should be sought.
The more complex an organization is, however, the more appropriate answer to procedural questions may be what does federal or state law say. Such organizations are typically incorporated in some fashion which brings the organization under nonprofit corporation laws or perhaps under the condominium or home owners association laws of the state in question.
One final aspect to consider in the precedence of governing authorities is hidden in the guise of articles of incorporation or bylaws. Very large organizations often have state and local affiliates or chartered members. In general the local chapter is under the authority of and must abide by the bylaws of the parent organization.
Paying close attention to precedence of governance authorities, while tedious, may be the difference between being in court or staying out of court.
© 2011-2014 Call to Order Parlimentarian Service
Who rules the day? The Hierarchy of governance documents
