Doing Business As

[Guest Lane Beougher]

I am reviewing bylaws submitted by the chapters of a national organization. A few of our chapters have drafted their name article to include a primary name d/b/a secondary name.

In one case, two chapters have merged and the absorbing chapter is incorporated, the chapter does not want to amend their articles of incorporation, and the draft byaws state the following: "The name of the organization is Chapter One, Inc. d/b/a Chapter One/Chapter Two."

I am finding in RONR that the name needs to be consistent and not in conflict with the name in the articles of incorporation or other superior governing document.

I believe my recommendation needs to be that they amend their articles of incorporation to reflect the new name and then use the same in the bylaws. Although I understand that is not necessary for an incorporated organization.

The question is whether this is the right tactic, or are there other options that I should consider?

[Tim Wynn]

I am reviewing bylaws submitted by the chapters of a national organization. A few of our chapters have drafted their name article to include a primary name d/b/a secondary name.

In one case, two chapters have merged and the absorbing chapter is incorporated, the chapter does not want to amend their articles of incorporation, and the draft byaws state the following: "The name of the organization is Chapter One, Inc. d/b/a Chapter One/Chapter Two."

I am finding in RONR that the name needs to be consistent and not in conflict with the name in the articles of incorporation or other superior governing document.

I believe my recommendation needs to be that they amend their articles of incorporation to reflect the new name and then use the same in the bylaws. Although I understand that is not necessary for an incorporated organization.

The question is whether this is the right tactic, or are there other options that I should consider?

From a parliamentary standpoint, the name can be omitted from the bylaws, since it is already established in the Articles of Incorporation. If the bylaws differ from the Articles of Incorporation in this matter, the Article of Incorporation will supersede the bylaws, anyway, so there's no parliamentary significance for including the name in the bylaws.