retched

Duly noted. Thank you.

Would that also include the "Whereas:" statements or just the ultimate "Resolved:"?

I've been tasked with preparing the organization minutes of my organization (a corporation) and I'm in the middle of trying to prepare them for release. My question is, with regards to the inclusion of resolutions that have been agreed to. What is the "proper" placement of the texts of the resolutions that were adopted/ratified? Is it better to include the texts within the text of the journal/minutes or to include a reference to them within the minutes and then attach a copy of them to the minutes itself.

I assume you mean the "However ..." portion. That's dropped and I forgot to change the "organization" to corporation. Consider that changed too. It's weird, but it's okay. I think I saw something about it on a post. Thanks for all the help all.

So far I have this now: (The reason I used what I had before was because the texts didn't make it sound like I could replace the word "Society" with the word "corporation". The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the corporation may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence. However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in these bylaws. (Also any reason why I'm not getting emails or notifications that replies were made?)

By rework I generally mean removing that extra stuff I included at the end of the paragraph. So in effect it shrunk to this. The rules contained in the current edition of “Robert's Rules of Order Newly Revised” shall govern all meetings of the Shareholders, all meetings of the Board of Directors, and all meetings of any committee and subcommittee thereof. The rules contained in said texts shall be applicable in all cases in which they are not inconsistent with these bylaws, any special rules of order which may be ordered by the appropriate body, or any statute or law of any jurisdiction where applicable. Or something to this effect. Luckily for me, the incorporation hasn't formed and is still in the planning phases so I still have time to move around.

I might be and if that's the case I'll just drop it.. The reason why I included such a clause is because I'm used to such a clause from similar documents (like the Consitution of the US : "Each House may determine the Rules of its Proceedings, punish its Members for disorderly Behaviour, and, with the Concurrence of two thirds, expel a Member.") as well as every other College's mandate of the Rules of Order being RONR. I believe that me including that was kind of bad. I wasn't really sure if there should be a separate clause regarding rules of orders of Shareholders meetings since most corporate bylaws only institute a clause of RONR being used for Directors, Committees, and the like. In that case, I'll just remove the clause as a whole and rework it. (Also sorry for the horrible delay but I didn't realize that someone respond.

Forgive me if this has been discussed previously in other topics, like this one I found here: I'm in the middle of writing a set of a bylaws for a corporation. I'm trying to write a clause that clarifies that RONR is indeed the set of rules to follow for all meetings but then noticed that there is also discussion of a set of succession rules that must be followed? Hoping that someone can help me clarify if this meets what I'm trying to convey. (I understand this isn't a law forum and wouldn't ask for that here.) Thanks for reading.