How to change Articles of Incorporation when they contain no provision to do so?

[Louise]

Our organization is in the process of extensively revising our bylaws. In my reading, it became evident that the Bylaws Committee needed to examine our Articles of Incorporation as we crafted the revision.

I noted that our Articles of Incoporation contain no method for amending them. Does this mean that they are "un-amendable" forever and ever ad infinitum?

Louise

[Tim Wynn]

Our organization is in the process of extensively revising our bylaws. In my reading, it became evident that the Bylaws Committee needed to examine our Articles of Incorporation as we crafted the revision.

I noted that our Articles of Incoporation contain no method for amending them. Does this mean that they are "un-amendable" forever and ever ad infinitum?

Louise

Consult an attorney for the procedure of amending articles of incorporation.

[Louise]

Thank you.

We will do so.

[Chris Harrison]

Since the Articles of Incorporation is a legal document you should ask a lawyer what is required to amend them (RONR pp. 11-12).

[Louise]

One more clarifying question - is there supposed to be (should there be) a difference between the objectives in an organization's Articles of Incorporation and the objectives contained in their constitution and bylaws?

[Tim Wynn]

One more clarifying question - is there supposed to be (should there be) a difference between the objectives in an organization's Articles of Incorporation and the objectives contained in their constitution and bylaws?

The articles of incorporation should contain the minimum that is required to obtain them. If there is any conflict between the articles of incorporation and the bylaws, the articles take precedence*.

(*inserted for George)

[Louise]

Does that minimum include the objectives of the organization, or are those (usually) extraneous to the Articles?

(I only ask because the page following our actual "Articles of Incorporation" page is a page with a lengthy list of objectives. I'm wondering if some confusion took hold of members in the past over what were the Articles and what were the objectives as a part of the Constitution. But I also understand this veers heavily away from RRONR. If it's not approriate to ask this here, feel free to ignore me. )

[Tim Wynn]

Does that minimum include the objectives of the organization, or are those (usually) extraneous to the Articles?

(I only ask because the page following our actual "Articles of Incorporation" page is a page with a lengthy list of objectives. I'm wondering if some confusion took hold of members in the past over what were the Articles and what were the objectives as a part of the Constitution. But I also understand this veers heavily away from RRONR. If it's not approriate to ask this here, feel free to ignore me. )

I suppose it's always appropriate to ask, but the answer is that the requirements for articles of incorporation vary from state to state and an attorney should be consulted to determine those requirements.

[Louise]

Figured as much.

Thank you. I'll check in to it.

[Shmuel Gerber]

One more clarifying question - is there supposed to be (should there be) a difference between the objectives in an organization's Articles of Incorporation and the objectives contained in their constitution and bylaws?

Does that minimum include the objectives of the organization, or are those (usually) extraneous to the Articles?

(I only ask because the page following our actual "Articles of Incorporation" page is a page with a lengthy list of objectives. I'm wondering if some confusion took hold of members in the past over what were the Articles and what were the objectives as a part of the Constitution. But I also understand this veers heavily away from RRONR. If it's not approriate to ask this here, feel free to ignore me. )

"While the number of articles in the bylaws will be determined by the size and activities of the organization, the general nature of the subjects covered will be indicated by the following list of articles, typical of those found in the bylaws of the average unincorporated society: (1) Name of the organization; (2) its Object; (3) Members; (4) Officers; (5) Meetings; (6) Executive Board (if needed); (7) Committees; (8) Parliamentary Authority (that is, the name of the manual of parliamentary procedure that the organization is to follow; see below); and (9) Amendment of Bylaws (prescribing the procedure for making changes in the bylaws). If the society is incorporated, its name and its object are usually set forth in the corporate charter, in which case the first two articles listed above should be omitted from the bylaws."

--RONR, 11th ed., p. 13, ll. 11-24 (emphasis added)

[Guest Louise]

"While the number of articles in the bylaws will be determined by the size and activities of the organization, the general nature of the subjects covered will be indicated by the following list of articles, typical of those found in the bylaws of the average unincorporated society: (1) Name of the organization; (2) its Object; (3) Members; (4) Officers; (5) Meetings; (6) Executive Board (if needed); (7) Committees; (8) Parliamentary Authority (that is, the name of the manual of parliamentary procedure that the organization is to follow; see below); and (9) Amendment of Bylaws (prescribing the procedure for making changes in the bylaws). If the society is incorporated, its name and its object are usually set forth in the corporate charter, in which case the first two articles listed above should be omitted from the bylaws."

--RONR, 11th ed., p. 13, ll. 11-24 (emphasis added)

Thank you, Mr. Gerber!

That makes so much sense now. For some reason we had the objectives in our Articles of Incorporation AND another objective in our bylaws. I couldn't figure out why there were multiple objectives, but I think someone in the past became concerned when they didn't see any objectives in the bylaws and, not realizing that they were included in the Articles of Incorporation, added another one to the bylaws themselves.

This was (potentially - assuming I'm on the right track here) very helpful.

[Guest Edgar]

. . .I think someone in the past became concerned when they didn't see any objectives in the bylaws and, not realizing that they were included in the Articles of Incorporation, added another one to the bylaws themselves.

That may well be the historical sequence of events but I can also imagine a situation where an organization first adopted bylaws and only later (sometimes many years later) became incorporated.

I think the moral of the story is to avoid duplication as much as possible. On the other hand, if you think it's worth mentioning twice, it's best to be scrupulous about a word-for-word transcription.

[Guest Louise]

That may well be the historical sequence of events but I can also imagine a situation where an organization first adopted bylaws and only later (sometimes many years later) became incorporated.

In the case of our organization, the Articles of Incorporation were first, or at the very least concurrent with the original bylaws. I discovered early versions of the bylaws this weekend that had the objectives (the ones included in the Articles of Incorporation) on the page preceding the bylaws.

I think the moral of the story is to avoid duplication as much as possible. On the other hand, if you think it's worth mentioning twice, it's best to be scrupulous about a word-for-word transcription.

Well, the new purpose isn't a word-for-word transcription of any of the actual objectives listed in the Articles of Incorporation, so it isn't technically mentioned twice anywhere. We're now in the interesting position of having to separate that purpose statement from our bylaws, but having no way to amend our Articles of Incorporation to include it there. Fun times!

I think we'll just have a separate "purpose statement" document for now, until we speak to a lawyer about amending the Articles.

Thanks for all of the input!

Louise