Tinamarie

I would think that an amendment to the bylaws could handle this, if the organization wants a change. That is up to them. I will advise that they contact an attorney who deals with non-profits. Thanks for the replies.

North Carolina statute on non-profit corporations Chapter 55A states, "If the corporation has members entitled to vote for directors, all the directors (except the initial directors) shall be elected at the first annual meeting of such members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated." I would like clarification on the word designated. I am reviewing the Bylaws of a non-profit. It says that the Founding President "shall serve in that capacity until she resigns." Does the word designated equate to that article in the Bylaws? I thought that to designate an officer or member of the Board of Directors, the Board must make that designation. The bylaw seems to contradict the statute above. Can anyone interpret this for me?

Thank you for your answer. It made the last question in my post irrelevant.

My association has drafted revised bylaws. In accordance with our bylaws, the revised bylaws have been sent to the membership 30 days prior to the annual meeting. The proposed revisions will be presented for vote at the annual meeting. I have discovered a few typos. In one article 'define' should have been 'defines'. In another article two words are repeated..."from each from each'. In several instances, the hyphen was not removed from the word 'by-laws' to provide consistent use of the word 'bylaw'. Do these typos need to be pointed out during the discussion period and included in the vote on the bylaws? Can they just be corrected without notification? Thanks

Thanks for the responses. i see a clear way forward in sorting this out.

The language in the Charter is, "by the affirmative vote of 2/3 of all members entitled to vote under the bylaws then existing." The language in the Secretary of State's approval of the amendment for the name change was, "amendment received at least two-third of the votes entitled to be cast by members present or represented by proxy at such meeting." The SOS accepted this as the vote required to change the Charter. Do these 2 statements imply equivalent things? The SOS accepted "2/3 of votes entitled to be cast by members present..." to make a change to the Charter. If the SOS made this interpretation to amend the Charter, can the association make the same interpretation to amend the Bylaws, as referenced in the Charter in the language, "two-thirds of all members entitled to vote under the bylaws then existing" to mean the same thing, ie: 2/3 of the votes entitled to be cast at the annual meeting? In the case of ambiguity in the Charter, can we use the same recommendations for ambiguity in the bylaws (pp 588-589)? "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no roles unless the meaning is unclear or uncertain, but where ambiguity exists, a majority vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable."

The Certificate of Incorporation and the Charter are the same document.

This Charter was written in 1947 and has not been amended except to update the name of the organization in 1961. I note that in the documentation for the 1961 amendment to change the name or the association that was filed with the Office of the Secretary of State, the wording says, "At a regularly convened meeting of the directors and members of the corporation held on the 5th day of June, A.D. 1960 the following amendment to the Articles of Incorporation was adopted: To change the name to XXXXXX. The above change of name received an affirmative vote by majority of quorum of the membership on the above stated date and was affirmed and approved by a majority of the Board of Directors, convened in a regular meeting on date. .... The corporation has members with voting rights. a quorum was present at the meeting held n the above date; and the said amendment received at least two-third of the votes entitled to be cast by members present or represented by proxy at such meeting." Does this interpret to mean that the statement in the amendment filed and approved by the Office of the Secretary of State "amendment received at least two-third of the votes entitled to be cast by members present or represented by proxy at such meeting."..." is the same as the statement is the Charter..."by the affirmative vote of 2/3 of all members entitled to vote under the bylaws then exisiting." ? So, could we clean up the language in the Charter with a 2/3 vote of the members present and voting at our next annual meeting?