bylaws don't match minutes when changes were made

[Guest newbee1122]

I'm a new member to a board and the more I look in to things the more of a mess I find.

Last year the board updated and changed the bylaws. There was to be a few different changes, like the number of members, how and when to vote on members and some other stuff. I have a copy of the motion of the bylaws that the bylaws committee proposed to the board. The board and bylaws committee made changes to the proposed bylaws that were passed. The secretary was to type up the new bylaws. They were never handed back out to check for errors (there are errors) and they don’t match the minutes from that meeting. We’re in the process of voting on new members and that’s one of the things changed.

Because the new bylaws that were never looked over by the board and approved are they what we go by or are the old bylaws still the current bylaws?

[Chris Harrison]

Last year the board updated and changed the bylaws. There was to be a few different changes, like the number of members, how and when to vote on members and some other stuff. I have a copy of the motion of the bylaws that the bylaws committee proposed to the board. The board and bylaws committee made changes to the proposed bylaws that were passed. The secretary was to type up the new bylaws. They were never handed back out to check for errors (there are errors) and they don’t match the minutes from that meeting. We’re in the process of voting on new members and that’s one of the things changed.

Because the new bylaws that were never looked over by the board and approved are they what we go by or are the old bylaws still the current bylaws?

The real bylaws are what is in the minutes of the meetings where the amendments were voted on (the bylaws document is simply a way to have all of the language in the same place rather than having to search through years or even decades of meeting minutes). If the document and minutes disagree on what the bylaws say the minutes prevail.

[jstackpo]

The minutes -- I presume they were approved, if not you are in trouble... -- are the final authority as to what the bylaw changes were, or were supposed to be.

So insist that the bylaws text be corrected. The current bylaws (as about to be corrected from the minutes) are what is in effect. And then insist that the corrected (current) bylaws be distributed to all members, right away!

[Guest newbee1122]

Is there a place to reference that the minutes are right and not the bylaws print out?

I need all the info I can.

I know this will cause a stir because of a group of people that have political agenda to hurt the organization. (Sad but true)

Thank you help everyone

[jstackpo]

The (approved) minutes are the only "Official Record" of whatever descisions the association has made, and this would include, of course, all motions related to the bylaws. See p. 468 ff.

The "Bylaws", as a document, is merely an all-in-one-place convenient compilation of all the motions that were adopted related to the bylaws, from the first adoption of the original set, plus any and all amendments adopted over the time since the beginning. But the "official record" of what belongs in the bylaws remains the Minutes.