I was wondering if you could give me a little help/insight on the use of the word “may” as used in legal documents?
According to Google, the legal definition of “may” is “a choice to act or not, or a promise of a possibility” and they clarify “the word ‘may’ must be read in context to determine if it means an act is optional or mandatory, for it may be an imperative”.
The line in our Bylaws that is in question is this one regarding nominations at the Annual meeting: “Nomination may also be made from the floor at the annual meeting of the Members”.
I argue that that means it is an option, a promise to the people, that, if they want to, they can make nominations from the floor of the Annual meeting. And the Board cannot stop them from doing so, should they choose to do so. Members could nominate through other means, but one bylaw-guaranteed route is via nomination from the floor of the Annual meeting.
A fellow Board member disagrees and says that he thinks it means that the Board does not have to allow for nominations from the floor, and that if the Board had to allow for nominations from the floor, then it would have used the word “shall” instead of “may”.