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Bylaws Vs. Resolution


Guest Richard M. Borys Sr.

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Guest Richard M. Borys Sr.

Some 20 years ago we set up a Endowment Fund within our organization to help maintain our building, repairs, gifts,restoration and other things. We set a base amount and a set of bylaws to work by.. The last by law reads; Dissolution of the Endowment Fund and any accured earnings may only be done by contributing the "total" amount to Shriners Hospitals.

The officers have presented a resolution that states: THEREFORE, BE IT RESOLVED, that it is the recommendation of the Board of Directors that the endowment Fund be desolved and the proceeds be directed in items no. 1 and no.2

Item 1. States that about half of the funds would go to Shriners Hospitals.

Item 2. States the balance is to go into other investments

Does this resolution override a bylaw?

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Does this resolution override a bylaw?

No. You'd need to amend your bylaws. But, at this point, the resolution is just a recommendation, no?

But are they really "bylaws" (which typically establish an organization, not a fund), or simply rules for the administration of the fund?

In any case you'd need to rescind (or otherwise amend) the rules, whatever you call them (and it would seem unlikely that the board would have the authority to do this on its own).

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