Articles of Incorporation vs Bylaws

[Guest Julie B]

I have a few questions regarding Articles of Incorporation:

1.  Our Articles of Incorporation state that our "National office is in a specific town, or such other location as the board of directors may specify by resolution".  However, our actual bylaws state that the National Office is in this specific town.   What takes precedence the Articles of Incorporation or the Bylaws?  (In other words, if the board of directors wants to move the office to a different town, can they do it through resolution, as stated in the Articles of Inc, or does a bylaw revision need to be voted on to move the location of the office to another town?)

2.  Our Articles of Incorporation include the "current address" of the National Office as well as the name of an employee who is the Registered Agent.  Should the Articles of Inc be so specific? This employee no longer works for the organization.  As in all non-profits, officers and executive directors change over time, so wondering if the current address and/or registered agent should even be listed??  It seems as though Articles of Incorporation shouldn't be amended as frequently as an address change or director change may occur.

Thanks!

 

 

[Guest Who's Coming to Dinner]

1. The Articles supersede the bylaws, but who is to say that the "resolution" could not be a bylaw amendment? At any rate, I wouldn't change the location without (a) substituting it in the bylaws or (b) striking it from the bylaws and establishing it through an ordinary main motion.

2. The Articles are subject to legal requirements so you should really ask an attorney these questions.

[Atul Kapur]

I agree with GWCtoD but will word my rationale differently in the hopes that it helps anyone who's still unclear.

If you didn't have the bylaws provision that specifies the town, then a simple board resolution could change it.

However, such a board resolution would conflict with your bylaws as they currently stand, so would be out of order.

The simplest solution would be GWCtoD's option (b).

[Dan Honemann]

Based solely upon the facts provided, I think that, as far as the rules in RONR are concerned, the power vested in the Board by the Articles of Incorporation to determine the location of this particular office cannot be undermined by any provision contained in the bylaws. In other words, I'm inclined to disagree with the previous responses.

[Richard Brown]

2 hours ago, Daniel H. Honemann said:

I'm inclined to disagree with the previous responses.

I am as well, but I had to re-read everything twice because I thought you said you agree with the previous responses.

Even if the bylaw provision regarding the national office location was added to the bylaws by means of a resolution adopted after the articles of incorporation and bylaws were initially adopted, the provision in the articles authorizing the board to change the national office by resolution remains the superior authority and cannot be undermined by a provision in the bylaws. 

I also agree that either the articles or the bylaws should be amended at some point to remove the conflict.