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Unapproved or inadvertent changes to by-laws


Guest STEVE H

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Found that original by language was changed (either intentionally, but not approved, or done in advertently.  There is no mention of this change in any meeting minutes, or by law amendments or votes.  It is a critical component.  Question - how to restore the original, approved language in the by laws?  Is a vote needed, or is this just correcting an oversight or mistake and can be done by making the needed change to the by laws, noted and approved by the Board?  Private corporation.

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Found that original by language was changed (either intentionally, but not approved, or done in advertently.  There is no mention of this change in any meeting minutes, or by law amendments or votes.  It is a critical component.  Question - how to restore the original, approved language in the by laws?  Is a vote needed, or is this just correcting an oversight or mistake and can be done by making the needed change to the by laws, noted and approved by the Board?  Private corporation.

If I understand the facts correctly, the printed copies of the bylaws differ from what was actually adopted by the society (as recorded in the minutes). If this is the case, there is no need for anyone to approve the correction. The Secretary can and should make the correction at his earliest convenience, since the copies of the bylaws do not accurately reflect what is actually in the bylaws.

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The method suggested by Josh Martin and Mr. Guest is permissible, I suppose, if the "correct" version exists in the society's records.

 

I was under the impression that the "official, correct" version cannot be found.  Based on that assumption, and before Mr. Martin made his post, I was going to suggest that at the next meeting someone raise a point of order that the printed bylaws are incorrect and contain a provision not actually adopted by the society and that the errant provision be declared null and void and stricken from the bylaws.  The president could rule that the point of order is well taken and order the provision removed.  To "cinch" his ruling, someone might appeal from the ruling of the chair,  not so much to overturn the chair,  but to have the assembly sustain the ruling of the chair.

 

Note:  Mr Guest made his post # 3 above while I was typing this.  If the original correct version of the bylaws is contained in the minutes or the secretary's records, that makes it easier and i agree with both Mr. Martin and Mr. Guest.

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