The Ambiguous Standing Orders
The editorial committee of a bilingual university is revising its standing orders. The draft reads: 'The Chair may, where the agenda permits, invite the Ombudsperson to speak, but they shall not vote. The motion was rejected because the quorum was not met, which surprised the committee. Members may submit written questions; the Secretary shall circulate them within two working days.' The committee has nine members; the quorum is five. At the last meeting only four members attended, but the Chair allowed a vote on a procedural motion. A member objects that the meeting was invalid. Another says the wording 'may' in the first sentence gives the Chair discretion, so the vote can stand. The Secretary notes that 'they' could refer to the Chair or the Ombudsperson, and that the third sentence uses 'may' and 'shall' in the same breath. The committee asks for a precise redraft and a ruling on the last meeting.
1. Identify the ambiguity in 'they' and explain how it affects the vote. Redraft the sentence to remove it.
Read the worked answer
'They' is ambiguous between the Chair and the Ombudsperson. The sentence says the Chair may invite the Ombudsperson to speak, but 'they shall not vote' could mean the Ombudsperson alone, the Chair alone, or both. If it means only the Ombudsperson, the Chair may vote; if it means the Chair, the Chair may not. That affects the last meeting because the Chair allowed a vote with only four members present. A redraft: 'The Chair may invite the Ombudsperson to speak when the agenda permits. The Ombudsperson shall not vote.' If the intention is that the Chair also abstains, add: 'The Chair shall not vote except to break a tie.' The point is to replace the pronoun with an explicit noun.
2. Does the Chair's 'may' create authority to hold a vote without quorum? Distinguish discretion to invite speakers from quorum rules.
Read the worked answer
No. The 'may' in the first sentence governs only the Chair's power to invite the Ombudsperson to speak. It does not create a general discretion to disregard the quorum. Quorum rules are usually mandatory because they protect the validity of collective decisions; the word 'may' cannot be read as authorising a meeting that the standing orders say is inquorate. The second sentence records that the motion was rejected because quorum was not met, which confirms the mandatory character of the rule. If the committee wants a different result, it must amend the standing orders or reconvene with five members. The Chair's procedural ruling cannot cure a defect of composition.
3. Rewrite the third sentence to make the obligation clear and explain the difference between 'may' and 'shall'.
Read the worked answer
A precise redraft of the third sentence is: 'Members may submit written questions; the Secretary shall circulate them within two working days.' 'May' grants members a permission: they are entitled to submit questions but not obliged to. 'Shall' imposes a duty on the Secretary: circulation is mandatory, not discretionary. The original already uses the words correctly, but the surrounding draft is unclear because 'may' in the first sentence is about the Chair's discretion and 'shall' in the second is about a voting prohibition. Keeping the two words distinct prevents the argument that the Secretary's duty is optional. If the committee wants a deadline enforceable against the Secretary, it should also specify what happens if the two-day period is missed.