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Bylaw Amendment Effective Date


P. Wanger
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The process for amending the bylaws in the organization state that, unless otherwise specified, the amendment becomes effective upon publishing of the amended bylaws. Past precedent has had bylaws that have had certain effective dates (the bylaw states that it becomes effective on January 1, 2012), but I have not seen any bylaws listed with an event triggering the amendment.

I'm still working on the dissolution of the church...they have retained a lawyer who has said the process starts with the resolution to dissolve in their elder board.  Further discussions with the lawyer have given the implication that the board will still need to be active and empowered until the dissolution is complete.  

How does one write the amendment so the board has accepted the amendment and still has authority until the dissolution is complete?

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Your question is one which cannot be answered by citing a page from Robert's Rules of Order Newly Revised [11th ed. 2011].

You need a customized solution.

You need someone who will read your bylaws in toto, and craft a suitable resolution, inserting the necessary provisos, to account for the sensitive timing of your dissolution.

See "proviso" in Robert's Rules of Order. A proviso is a trigger which is dependent on another fact, another date, another action, or another trigger.

 

 

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2 hours ago, Kim Goldsworthy said:

You need someone who will read your bylaws in toto, and craft a suitable resolution, inserting the necessary provisos, to account for the sensitive timing of your dissolution.

That statement, in and of itself, clears up many of the concerns...although not using the word, proviso, I definitely have that triggering action.

Actual wording of the amendment, retracting organizational names:

Resolved to cease operations as A Church, striking all amendments and procedures in the Operational Procedures, dissolving A Church.

 

Further, in accordance with the Articles of Incorporation, as amended in 1999, all assets, liabilities and equity shall be ceded to B Church.

 

This resolution will be effective when the asset, liability and equity transfers are completed and finalized.

In order to accommodate the amendment procedure, the proposed amendment must be printed for each member of the Board and voted upon no sooner than two weeks after its initial proposal.

This will be passed by the lawyer to make sure it satisfies the state requirements and modified accordingly.

Thoughts?

 

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3 hours ago, P. Wanger said:

The process for amending the bylaws in the organization state that, unless otherwise specified, the amendment becomes effective upon publishing of the amended bylaws. Past precedent has had bylaws that have had certain effective dates (the bylaw states that it becomes effective on January 1, 2012), but I have not seen any bylaws listed with an event triggering the amendment.

 

Is the "effective when published" provision actually in your current bylaws? Do your bylaws define "published"? RONR doesn't.

RONR's rule (unless stated otherwise in a proviso) is that a bylaw amendment is effective when adopted, and the minutes of the meeting when the adoption takes place documents the fact of the adoption. You do not have to wait for the minutes to be written and approved (at a later meeting, if there is one) for the adoption to be in effect.

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16 minutes ago, jstackpo said:

 

Is the "effective when published" provision actually in your current bylaws? Do your bylaws define "published"? RONR doesn't.

Yes, those words are in the operational procedures (bylaws). The procedures describe "publish" as being printed in the official church newsletter.

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Well, OK.  You also, per your initial posting, have an "unless otherwise specified" clause which, if you have paraphrased your bylaws correctly, means you can ignore the "when published" requirement, and just set a future date when your amendment to rescind your bylaws in their entirety becomes effective.  Just set it far enough in the future to give your Board (or whoever) the opportunity to take care of all the business with your assets that is necessary and probably required by the law  (do this with your attorney, of course) and go out of business, spiritual as well as material.  Like the advertisements say, "Set it and forget it".

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2 hours ago, P. Wanger said:

Resolved to cease operations as A Church, striking all amendments and procedures in the Operational Procedures, dissolving A Church.

Further, in accordance with the Articles of Incorporation, as amended in 1999, all assets, liabilities and equity shall be ceded to B Church.

This resolution will be effective when the asset, liability and equity transfers are completed and finalized.

This is circular. How can you start the transfers when the authorization is not effective until the transfers are finished?

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