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Articles of Inc, vs By-laws


Tina Marie

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I belong to a group that has had to, well we were forced by the IRS (inexperienced President did extensive financial damage) reorganize our non-profit status. We were advised that our by-laws are no longer valid with our new org but we were able to obtain articles of Incorporation. 

This has all happened in the last year and our first board meeting is in May. Only a handful of our membership knows what our State Treasurer had to do to save our status. Our members are across the state. Yes, Communication has also been an issue but that's another conversation and those officers will be exiting in May/June.

My first question, with just the Article of Incorporation, are we conducting a business meeting only following RR? Also is there a good place to print off a reminder of proper conduct.

My second question, as a member in good standing, I would like to move that we adopt our former by-laws knowing that corrections and additions will be mandated. Is that acceptable/allowable? I would just hate to see us have to start over from scratch, but I know there is MANY corrections that need/have to/ must be adopted. 

Third, we have membership that are well known "drama queens" and can hold up a meeting with an argument....as acting parliamentarian, any advise to curb their disruptive activity? The last meeting we allowed a 10 minute talking limit and I was called many inappropriate names.....just an example.

Really nervous about this meeting! Thank you for your advise!!!

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9 hours ago, Tina Marie said:

My first question, with just the Article of Incorporation, are we conducting a business meeting only following RR?

That would appear to be the case.

9 hours ago, Tina Marie said:

Also is there a good place to print off a reminder of proper conduct.

The rules of decorum are found in RONR, 11th ed., pgs. 391-394.

9 hours ago, Tina Marie said:

My second question, as a member in good standing, I would like to move that we adopt our former by-laws knowing that corrections and additions will be mandated. Is that acceptable/allowable? I would just hate to see us have to start over from scratch, but I know there is MANY corrections that need/have to/ must be adopted. 

I see no parliamentary issue with this, provided that nothing in those bylaws conflicts with your new Articles of Incorporation.

If you are the Parliamentarian, however, someone else should make this motion, so that you may retain your appearance of impartiality.

9 hours ago, Tina Marie said:

Third, we have membership that are well known "drama queens" and can hold up a meeting with an argument....as acting parliamentarian, any advise to curb their disruptive activity?

See RONR, 11th ed., pgs. 645-648.

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9 hours ago, Tina Marie said:

I belong to a group that has had to, well we were forced by the IRS (inexperienced President did extensive financial damage) reorganize our non-profit status. We were advised that our by-laws are no longer valid with our new org but we were able to obtain articles of Incorporation. 

I'm not sure that I know what is meant by this.

When you say that you were "able to obtain articles of Incorporation", do you mean that you were able to have your Articles of Incorporation reinstated, that you filed amended Articles of Incorporation, that you created a brand new corporation with new Articles of Incorporation , or what? 

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On 4/24/2017 at 8:06 AM, Daniel H. Honemann said:

I'm not sure that I know what is meant by this.

When you say that you were "able to obtain articles of Incorporation", do you mean that you were able to have your Articles of Incorporation reinstated, that you filed amended Articles of Incorporation, that you created a brand new corporation with new Articles of Incorporation , or what? 

I'm sorry, I meant to say we created a brand new corporation with new Articles of Incorporation. Previous Presidents were trying to keep our organization very small, so they wanted to only have by-laws (that we are now learning were not near enough).

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24 minutes ago, Tina Marie said:

I'm sorry, I meant to say we created a brand new corporation with new Articles of Incorporation. Previous Presidents were trying to keep our organization very small, so they wanted to only have by-laws (that we are now learning were not near enough).

In this case, the manner in which bylaws are to be created and adopted is probably governed by state law. Ordinarily, the directors named in the Articles of Incorporation adopt bylaws at an organizational meeting.

You need to consult a lawyer.

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