Bylaws, revisions and validity of business performed

[InTheMess]

Our board recently established a committee to revise the bylaws.  "Current bylaws" were from 2006 and were contradictory in several areas as well as outdated and did not comply with state bylaw template.  Revision occurred and the board voted to accept the revised bylaws in December 2014 (based on Section 2 from the following) but failing to take into consideration the last sentence "...same as in the case of an amendment.":

 

 

#ARTICLE XVII:  AMENDMENTS

 

Section 1. These bylaws may be amended at any regular general membership meeting of this local unit by two-thirds (2/3) vote of the members present and voting, provided that notice of the proposed amendments has been given at the previous regular meeting and that the proposed amendment shall be subject to approval of State Org.

 

Section 2. A committee may be appointed to submit a revised set of bylaws as a substitute for the existing bylaws by a majority vote at a meeting of this local unit, or by a two-thirds (2/3) vote of the board of managers. The requirements for adoption of a revised set of bylaws shall be the same as in the case of an amendment.

 

Section 3. Submission of amendments or revised bylaws for approval by State Org shall be in accordance with the bylaws or regulations of State Org.

 

Section 4. The adoption of an amendment to any provision of the bylaws of State Org identified by a pound sign (#) shall serve automatically and without the requirement of further action by this local unit to amend their corresponding bylaws.

 

We have been notified by the State Org that we have to publish the revised bylaws for the general membership for 30 days, have a general membership meeting and vote.

 

IN THE MEANTIME...

 

Our Secretary and Treasurer positions have been vacant for several months.  Those positions were filled based on the Revised Bylaw procedures which are different from the Current Bylaws.  Since those positions were filled under bylaws that weren't technically approved/adopted/in force, are those 2 positions still considered vacant and need to be filled via the Current Bylaw procedures?

 

--Hitch #1:  Treasurer position was previously filled following the Current Bylaws (in October 2014), but the books were never given over to that person and no audit was performed and there were questions as to whether the position was actually vacated properly (it was vacated properly was the eventual determination).  Is that position considered "filled" by that person nominated and voted on by the board (per the current bylaws) in October?
 

--Hitch #2:  Secretary position was also previously filled following the Currently Bylaws (in October 2014), but those bylaws stated that a Board Member was to fill the vacancy. The Pres & VP brought in someone new, not a board member (and still isn't) in any way, and proceeded to nominate and vote that person in.  Is that person still considered the Secretary or do we have to rescind(?) that motion and find someone on the board?  

 

 

Section 7. A vacancy occurring in the office of president before the following year's new Board election shall be filled for the remainder of the unexpired term by the Secretary.  A vacancy occuring in the office of the President after the following year's new Board election shall be filled for the remainder of the unexpired term by the President-Elect. A vacancy in any other office other than president shall be filled by the board of managers.

 

 

Section 3. The members of the board of managers shall be:

 

1. The elected officers;
2. The chairmen of the standing and/or special committees, the principal or an appointed representative, teacher representatives; and
3. A Parliamentarian, appointed by the president and approved by the officers of this local unit.

 

 

[Hieu H. Huynh]

The bylaws have not been amended until the proper procedure for amending them has been followed. The vacancy filling provisions in the bylaws should be followed using the bylaws in effect at the time of the filling of the vacancy.

[InTheMess]

Totally understand.  I anticipate some questions from the P & VP regarding the validity of the manner in which the Secretary position was filled.  Have we passed any sort of time limit for realizing the error and correcting?

[Hieu H. Huynh]

A motion that has been adopted in violation of the bylaws is null and void and a point of order may be raised at any time this motion is in effect.

 

Also, do your state bylaws prescribe any vacancy filling provisions? It may be the case that the state bylaws would supersede the bylaws of the local unit if there is conflict between the two.