P. Wanger

@George Mervosh, this organization has been quite lax in their upkeep on their constitution. I am making over 10 suggestions for amendments to bring it up to a functional level for them. How many of these amendments pass, I'm not sure. Thanks for the response.

I was asked to look over a 53-year old constitution for a teacher's organization that was recently discovered. Within the constitution it uses the former name for the state level teacher's association. I advised the organization that they needed to run the change through their amendment process. Was I correct in that statement, or can the constitution just be edited because the outside organization changed its name?

Thanks. Pending legal clarification, this is the resolution the board will entertain at this week's meeting. Voting (per bylaws) will be two weeks afterward.

Yes, those words are in the operational procedures (bylaws). The procedures describe "publish" as being printed in the official church newsletter.

That statement, in and of itself, clears up many of the concerns...although not using the word, proviso, I definitely have that triggering action. Actual wording of the amendment, retracting organizational names: Resolved to cease operations as A Church, striking all amendments and procedures in the Operational Procedures, dissolving A Church. Further, in accordance with the Articles of Incorporation, as amended in 1999, all assets, liabilities and equity shall be ceded to B Church. This resolution will be effective when the asset, liability and equity transfers are completed and finalized. In order to accommodate the amendment procedure, the proposed amendment must be printed for each member of the Board and voted upon no sooner than two weeks after its initial proposal. This will be passed by the lawyer to make sure it satisfies the state requirements and modified accordingly. Thoughts?

The process for amending the bylaws in the organization state that, unless otherwise specified, the amendment becomes effective upon publishing of the amended bylaws. Past precedent has had bylaws that have had certain effective dates (the bylaw states that it becomes effective on January 1, 2012), but I have not seen any bylaws listed with an event triggering the amendment. I'm still working on the dissolution of the church...they have retained a lawyer who has said the process starts with the resolution to dissolve in their elder board. Further discussions with the lawyer have given the implication that the board will still need to be active and empowered until the dissolution is complete. How does one write the amendment so the board has accepted the amendment and still has authority until the dissolution is complete?

Did not recall that...I'm already the academic competitions coach and NHS sponsor, so that might add just a touch too much for the plate.

We meet with the lawyer on Tuesday...and no, I'm not a lawyer, I'm a high school math teacher who has a passion for parliamentary issues.

I would recommend bringing an amendment to insert that "not" into the bylaw. Apparently, you cannot determine if this is a clerical error, so the amendment is in order.

The President cannot elect a secretary. If bylaws permit, he may appoint a secretary to serve at the meeting where the first order of business is to fill the position of secretary per the bylaws.

Clarification: In the classic sense, this is not a merger. The congregation and its corporation (as defined by state law) is being dissolved. The assets and membership are being absorbed by another church of the same denomination (independent Christian Churches). The situation is almost like a takeover, but the dissolving church initiated it. Mr. Martin's comments lead to a different quandary: The Bylaws cede all authority to the Board of Elders, but state law does state that a membership vote must be taken to dissolve the corporation. Am I correct in my understanding that the situation then requires two votes--one of the Elders, and one of the congregation? How then would I advise them if the votes do not go the same way (Elders vote to dissolve, congregation does not)?