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Bylaw typo correction?


NCaincross

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Hello. In 2004 we had an amendment that passed for our bylaws and it was an addition to an existing bylaw. By mistake, the original bylaw that it was added to, disappeared and has not been "in writing" for all of these years. Our club has had other amendments not pertaining or involving the one in 2004. The club's bylaws have not been revised. How can I correct this error, or can I? Is it something that can be done, and then just notify the membership of the mistake? If someone has an answer, I would truly appreciate it! Thanks!

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Hello. In 2004 we had an amendment that passed for our bylaws and it was an addition to an existing bylaw. By mistake, the original bylaw that it was added to, disappeared and has not been "in writing" for all of these years. Our club has had other amendments not pertaining or involving the one in 2004. The club's bylaws have not been revised. How can I correct this error, or can I? Is it something that can be done, and then just notify the membership of the mistake? If someone has an answer, I would truly appreciate it! Thanks!

Not to worry, bylaws and their amendments don't need to be written down, except that they should be entered into the minutes of the meeting that adopted them. That is where you will find the actual bylaws -- in the minutes. What is compiled for convenience (the document called The Bylaws) is not authoritative, when in conflict with what was adopted, and it should be adjusted to accurately reflect the bylaws.

As a wise man repeatedly says, "The map is not the territory."

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In 2004 we had an amendment that passed for our bylaws and it was an addition to an existing bylaw.

By mistake, the original bylaw that it was added to, disappeared and has not been "in writing" for all of these years.

Our club has had other amendments not pertaining or involving the one in 2004.

The club's bylaws have not been revised.

How can I correct this error, or can I?

Is it something that can be done, and then just notify the membership of the mistake?

The good news is: Whatever was adopted as part of the bylaws, is part of the bylaws, as of the affirmative vote.

That is, technically, it is not necessary to re-type any bylaws amendment(s) to make them OFFICIAL and BINDING.

The bad news is: Without a paper trail, and without a good memory, there will be differences of opinion as to whether anything did get altered over the years; and if you do agree some language has been altered, you may differ on the actual language, the actual text, which should have been incorporated into your hard copy, so long ago.

The "solution" is to have a committee (even a committee of one, if you trust this person that much), go through all the old minutes, and extract all the amendments to the bylaws, so that this committee will present a report, documenting when each amendment was adopted, and, especially, the actual language of the amendment.

Assuming your organization is satisfied with the accuracy of this committee report, you would then create a committee (or, perhaps charge this same committee) for the purpose of editing the bylaws, so that this committee produces a full and complete hard copy.

(Beware: This committee might get one or two things wrong. The old records might have typos, misspellings, bad grammar, etc. The committee might have had to do some fancy on-the-fly creative interpretation of ambiguous handwriting, or ambiguous wording. -- It isn't a slam dunk.)

Assuming that this full and complete hardcopy is satisfactory, you would then go on record as approving this official hardcopy as the correct bylaws as of whatever date, and you would instruct the Secretary to preserve this hardcopy into the proper binder or proper archive, with the obvious warning to not mix up the old archived copies (now obsolete) with the new official hardcopy. (Alternatively, you might instruct your Secretary to destroy any previous hardcopy as being inauthentic.)

Ideally, if everything is clean, you won't actually be doing any "amending of the bylaws." Ideally, you are merely doing administrative work, editing together what was already official and binding, and neither adding nor subtracting any text, any rules, any new spins.

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