Could the very bylaws or standing orders designed to protect your organisation actually be working against it — without anyone knowing? Contradictory bylaws are more common than you think.

Here’s a scenario that’s more common than most organisations would care to admit.

You’re dealing with a procedural dispute in a meeting — a genuine disagreement about what the rules require. To resolve it, you open your organisation’s governing documents. 

And as you read, you discover that two of your own rules directly contradict each other.

This is not a theoretical problem. I’ve encountered it in organisations across a wide range of sectors and sizes. And the consequences, when it surfaces at a critical moment, can be significant.

A Real Example

A client I worked with was reviewing their meeting procedures. In one section of their bylaws, it was clearly stated that the ruling of the chair on a procedural matter could be challenged, with the challenge determined by a vote of the members present.

In another section — written at a different time, probably by a different working group — it stated equally clearly that the chair’s ruling was final and not subject to challenge.

Two rules. One document. Both apparently valid. Directly contradictory.

Which one applied? That question, in a heated moment during a contentious meeting, is exactly the kind of dispute that can derail an entire meeting, damage relationships, and potentially invalidate decisions made in good faith.

Why This Happens

Governing documents tend to be built over time. Sections are added as new situations arise, amended as circumstances change, drafted by different people at different times with different levels of procedural expertise.

The people who draft rules are not always aware of what else is already in the document. And the people who adopt those rules don’t always conduct a thorough consistency audit before they do so.

The result, over years of accumulated amendments and additions, is a document with internal tensions — some minor, some significant, and some that only become visible when a specific situation forces the issue.

The Consequences of Unresolved Contradictions

When contradictory rules exist, several things can happen — none of them good.

First, whoever is chairing the meeting must make an on-the-spot ruling on which rule applies. That ruling is inherently vulnerable to challenge, precisely because a reasonable argument can be made for either position.

Second, the person who benefits from one rule over the other is likely to argue for that interpretation — and their argument may be entirely sincere, not just self-serving. Contradictory documents create space for legitimate disagreement that might not otherwise exist.

Third, if the meeting proceeds on the basis of a contested ruling and a decision is made, that decision’s validity may later be challenged — potentially requiring a meeting to be reconvened, or in serious cases, legal advice on whether the decision was properly made.

What Good Governance Looks Like

The best time to find contradictions in your governing documents is not during a contentious meeting. It’s long before, in a calm, deliberate review process.

I recommend that every organisation conduct a periodic governance review — ideally annually for active organisations, at minimum every two to three years. This review should specifically look for internal contradictions, outdated provisions that conflict with current legislation, and gaps that leave the chair without clear guidance in likely situations.

When contradictions are found, amend them. The process for amending governing documents varies, but most constitutions include a provision for it. Use it.

If You Find Yourself in the Situation Right Now

If you’re currently dealing with a contradiction in your rules and it’s creating a live dispute, the most defensible position is usually to:

Acknowledge the contradiction openly to the group. Don’t pretend certainty you don’t have.

Apply the more conservative interpretation — the one that is least likely to be contested on procedural grounds.

After the meeting, seek professional advice on how to resolve it cleanly — from a lawyer familiar with incorporated associations law, or from a governance specialist.

Your rules exist to serve the organisation. When they conflict, they do the opposite. Fix them before they’re needed.