Guest Sandra J. Posted February 4, 2011 at 05:14 PM Report Share Posted February 4, 2011 at 05:14 PM Our 17 year old association has become an incorporated non-profit over the past year which has prompted a call for the Bylaws committee to convene. All research done on NFP incorporated organizations indicates Articles of Incorporation as the legal governing document and Bylaws serve as the operational document. The standards do not call for a Constitution in these types of organizations. In fact, the Consitution would now only hold the same information that our newly adopted AOI contains. I have found that other organizations who have made this change used a Resolution to replace the Constitution with the Articles of Incorporation.Has anyone else gone through this process? We want to be sure we are using correct procedure and appreciate any input. Link to comment Share on other sites More sharing options...
hmtcastle Posted February 4, 2011 at 05:29 PM Report Share Posted February 4, 2011 at 05:29 PM I have found that other organizations who have made this change used a Resolution to replace the Constitution with the Articles of Incorporation.It might be simpler to just rename your constitution "Bylaws" (or if you already have bylaws, combine the two documents). I see no reason to simply duplicate the Articles of Incorporation. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 4, 2011 at 05:45 PM Report Share Posted February 4, 2011 at 05:45 PM It might be simpler to just rename your constitution "Bylaws" (or if you already have bylaws, combine the two documents). I see no reason to simply duplicate the Articles of Incorporation."In the ordinary case," this is the suggested RONR practice. (p. 12 ll. 6-11) Not sure if Sandra J's NFP falls within the "ordinary case", but I suppose it bears looking into. However, if the constitution is truly a 100% duplicate of the AOI, I wouldn't suspect it makes any sense to retain it at all. And since they do have bylaws, as noted in her post, I'd think it would be best to eliminate the constitution altogether, in favor of the AOI, or at the least, retain only that which is not found there. Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 4, 2011 at 07:05 PM Report Share Posted February 4, 2011 at 07:05 PM Our 17 year old association has become an incorporated non-profit over the past year which has prompted a call for the Bylaws committee to convene. All research done on NFP incorporated organizations indicates Articles of Incorporation as the legal governing document and Bylaws serve as the operational document. The standards do not call for a Constitution in these types of organizations. In fact, the Consitution would now only hold the same information that our newly adopted AOI contains. I have found that other organizations who have made this change used a Resolution to replace the Constitution with the Articles of Incorporation.Has anyone else gone through this process? We want to be sure we are using correct procedure and appreciate any input.RONR advises (over and over again) that an organization engaged in this process should consult an attorney for advice. Link to comment Share on other sites More sharing options...
sjwheeler Posted February 4, 2011 at 08:57 PM Report Share Posted February 4, 2011 at 08:57 PM Thanks so much!Our association does have an attorney and he says we can keep or discard the Constitition since AOI is now in place. My question relates to those with knowledge of this process as it pertains specifically to RONR...and in particular whether a Resolution is the best way to proceed or if that is even necessary as our membership has already approved the vote to become incorporated. We did not realize the issue of AOI vs CONST until we began the process of work on the Bylaws with our exempt status. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 4, 2011 at 09:36 PM Report Share Posted February 4, 2011 at 09:36 PM Thanks so much!Our association does have an attorney and he says we can keep or discard the Constitition since AOI is now in place. My question relates to those with knowledge of this process as it pertains specifically to RONR...and in particular whether a Resolution is the best way to proceed or if that is even necessary as our membership has already approved the vote to become incorporated. We did not realize the issue of AOI vs CONST until we began the process of work on the Bylaws with our exempt status.No, a resolution is not sufficient. If you want to "discard" or Rescind a constitution or bylaws, you have to follow the procedure that you would normally follow to amend that document. This is typically at least some amount of prior notice and a 2/3 vote, but your own governing documents will doubtless have the requirement in them.What you are doing, in effect, is amending the constitution by striking the entire document, and replacing it with nothing, so you need the elevated requirements of a constitutional amendment. Link to comment Share on other sites More sharing options...
Guest Sandra J. Posted February 5, 2011 at 04:29 PM Report Share Posted February 5, 2011 at 04:29 PM No, a resolution is not sufficient. If you want to "discard" or Rescind a constitution or bylaws, you have to follow the procedure that you would normally follow to amend that document. This is typically at least some amount of prior notice and a 2/3 vote, but your own governing documents will doubtless have the requirement in them.What you are doing, in effect, is amending the constitution by striking the entire document, and replacing it with nothing, so you need the elevated requirements of a constitutional amendment. Link to comment Share on other sites More sharing options...
Guest Sandra J. Posted February 5, 2011 at 04:31 PM Report Share Posted February 5, 2011 at 04:31 PM Perfect! This will help a great deal in moving forward and thanks again to all who shared their thoughts. Link to comment Share on other sites More sharing options...
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