Guest D Williams Posted March 14, 2011 at 08:05 PM Report Share Posted March 14, 2011 at 08:05 PM If you are a non-profit group, with it's own Constitution and set of By-laws, throw a particular by-law or section of the Constitution "out" by invoking corporate law? Our president has tried that a couple of times, claiming it's allowed, but I can't find anything anywhere that says one can or can't.Advice? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 14, 2011 at 08:10 PM Report Share Posted March 14, 2011 at 08:10 PM If you are a non-profit group, with it's own Constitution and set of By-laws, throw a particular by-law or section of the Constitution "out" by invoking corporate law? Our president has tried that a couple of times, claiming it's allowed, but I can't find anything anywhere that says one can or can't.Well, if in fact your group is a corporation AND subject to the particular "corporate law" in question, then it would supersede your bylaws, or rather it could, depending on exactly what it said. And whether you were actually subject to that law.All states have voluminous, er, volumes of corporate law, but some of it is applicable to stock corporations, some to non-profits, and so on. Ultimately, you'd need a lawyer to sort it out, but you're certainly within your rights to ask for a citation of the exact law he's quoting so you can look it up.Just claiming "corporate law agrees with me" is nonsense. Just like saying "RONR agrees with me". If you cant cite chapter and verse, anyone can claim anything. Link to comment Share on other sites More sharing options...
Tim Wynn Posted March 14, 2011 at 08:16 PM Report Share Posted March 14, 2011 at 08:16 PM If you are a non-profit group, with it's own Constitution and set of By-laws, throw a particular by-law or section of the Constitution "out" by invoking corporate law? Our president has tried that a couple of times, claiming it's allowed, but I can't find anything anywhere that says one can or can't.Advice?States have procedural laws for non-profit organizations. Questions about such laws should be directed to an attorney. The president should give the reasons for his ruling. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted March 14, 2011 at 09:36 PM Report Share Posted March 14, 2011 at 09:36 PM If you are a non-profit group, with it's own Constitution and set of By-laws, throw a particular by-law or section of the Constitution "out" by invoking corporate law? Our president has tried that a couple of times, claiming it's allowed, but I can't find anything anywhere that says one can or can't.Advice?No.Nothing is thrown out.If there is a CONFLICT between rules (e.g., "the corporation code says X, but the bylaws say Y"), then, okay, some hard choices will have to be made. -- Is it a real conflict, or really just complementary rules where both rules must be obeyed? Is the corporations code setting a minimum, or setting a maximum, versus the bylaws where we set our range within the minimum/maximum set by the corporations code? Is the corporations code applying our style of nonprofit, or does it apply to other styles of nonprofits. (e.g., a religious corporation, like a church, will fall under different rules than a political party, which will fall under a different set of rules for a charitable corporation, etc.)But no individual, like a president, gets to do the "throwing".I mean, "Yeow!" Link to comment Share on other sites More sharing options...
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