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Guest Peg

Org's Constitution same as US Code

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Guest Peg

Is a Constitution necessary when it simply restates everything from the US Code the organization falls under?  Thanks

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Does the US code REALLY cover everything the organization needs in order to function properly?  When does it meet?  How often?  Who are the officers?  How are they elected?  When are elections held?  What if an officer does something that warrants removal from office...how is that accomplished?

Just to name a few.

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13 hours ago, Guest Peg said:

Is a Constitution necessary when it simply restates everything from the US Code the organization falls under?  Thanks

What should be covered (at a minimum) in an organization’s constitution or bylaws is discussed in RONR, 11th ed., pgs. 570-582. I would review these pages and confirm whether it is in fact correct that all of this information is covered in the US Code. I am rather skeptical that this would be the case.

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Guest Peg

Mr. Harrison - Our constitution has 10 articles.  Of those, seven are from the US Code we fall under.  I am trying to "clean up" our governing docs which have gotten out of hand over the last 15 years.

"Reelsman" - Our governing docs, in order, are - US Code (which was made from our original charter issued in 1960), Constitution, Bylaws, Code of Conduct, Chapter Affiliation Agreement and our Leadership Handbook.  Examples are duplication between US Code and our Constitution: 

From US Code: 

"Governing body
(a) NATIONAL CONVENTION.—(1) The national convention is the supreme governing authority of the corporation.
(2) The national convention is composed of officers and elected representatives from the States and other local
subdivisions of the corporation as provided in the constitution and bylaws. However, the form of government of the
corporation must be representative of the membership at large and may not permit concentration of control in a limited
number of members or in a self-perpetuating group not representative of the membership at large.
(3) The meetings of the national convention may be held in the District of Columbia or any State, territory, or
possession of the United States.
(b) OFFICERS.—The officers of the corporation and their manner of selection, term of office, and duties are as
provided in the constitution and bylaws of the corporation."

From our constitution:

ARTICLE V. GOVERNING BODY, COMPOSITION,
MEETINGS, GOVERNING DOCUMENTS
Section 1. The supreme governing authority of the Corporation is the National Convention Body, which is to convene annually, as determined in the Bylaws, at a National Convention.
Section 2. The National Convention Body is composed of National Officers and officers and/or elected representatives from the Departments and Chapters. The NP4 shall preside over the Convention. The form of the government of the Corporation shall always be representative of the membership at large and shall not permit the concentration of control in the hands of a limited number of members or in a self-perpetuating group not representative of the membership at large.
Section 3. The National Convention may be held in any state or territory, of the United States or in the District of Columbia.
Section 4. The Corporation’s Governing Documents as that term shall be hereafter used shall be the Constitution, the Bylaws, the Code of Conduct and the Affiliation Agreement, for National, Departments, and Chapters between the NEB, Each Department, and Each Chapter.

Mr. Martin - RRO and I are good friends!  Our org doesn't have a parlimentarian at this time and hasn't for a while.  I am to chair the Governing Docs Review Committee for our national convention in 2020.  I am trying to see if I can study for, and pass the test, to become a parlimentatian. 

A major doc review was undertaken in 2007 with assistance from a law firm.  This was done because of complications from personal agendas and that has impacted our Bylaws and Code of Conduct (ie - disciplinary action).

I'm trying to do what is right for my org, and its members.  Any and all help would be greatly appreciated.

 

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9 hours ago, Guest Peg said:

Our governing docs, in order, are - US Code (which was made from our original charter issued in 1960), Constitution, Bylaws, Code of Conduct, Chapter Affiliation Agreement and our Leadership Handbook.  Examples are duplication between US Code and our Constitution: 

One thing I wish to clarify - is the section of the US Code you refer to defining organizations of a particular type (which is the usual situation), or is it in fact defining your organization specifically?

In either event, this is a rather unusual situation, and RONR does not address it directly. Generally, the provisions of statute pertaining to types of organizations are not, in and of themselves, sufficiently detailed to entirely replace the rules required in an organization’s Constitution or Bylaws. For a provision of statute to define the rules for a particular organization would be even more unusual. So in the general case, it is indeed necessary for an organization to have a Constitution or Bylaws.

Even in the unlikely event, however, that the provisions in statute define all rules necessary for a type of organization that would normally be included in a Constitution or Bylaws, I still think it would be necessary for the organization to adopt such a document, if for no other reason than to specify the details particular to the organization, such as the organization’s name. Other articles might be very brief, and might simply refer back to the relevant section of the US Code.

In the event that a provision of statute is written for a particular organization and defines all the necessary details, then I suppose in that instance there would not be a parliamentary need for a separate Constitution or Bylaws, except to the extent that the organization wished to (and is permitted to) adopt additional rules of the type to be included in a Constitution or Bylaws.

Edited by Josh Martin

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Okay. I think I'm a little clearer about your organization, now. As I understand it, your organization is a "Patriotic Organization" under Title 36 of the United States Code, a federally chartered organization.

Usually, it is not recommended to repeat the same rules in two different documents, since a change in one will render the other obsolete. In your case, any future federal legislation that amended the relevant chapter in 36 USC would render the duplicate text in the constitution obsolete.

Were it me, I would be questioning why the duplication. Unless there is some compelling answer, I might be in favor of amending the constitution to remove the duplication, perhaps simply making an inclusion by reference, if necessary.

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15 hours ago, Guest Peg said:

A major doc review was undertaken in 2007 with assistance from a law firm.

Well, you now see and are dealing with what happens when you don't use a   parliamentarian.

15 hours ago, Guest Peg said:

I am to chair the Governing Docs Review Committee for our national convention in 2020.

Congratulations on working towards getting credentialled. Even so, I recommend that you hire a parliamentarian to advise/assist with this work. You can get referral lists from either the American Institute of Parliamentarians or the National Association of Parliamentarians.

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Guest Peg

Gentlemen -

Thank you all so much for your candor and comments.  I will begin my preparation to have our Constitution revamped and bring all governing docs in line as needed.

Peg

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Guest Peg
I'm back with a situation that I think must be resolved to get our bylaws in order.  I received this email from a past president of our org.
 
"I spoke with XXXXX yesterday. We talked about parts of the By-laws that are missing that had no motions on their removal.
This happened during the 2008 convention. A committee of myself, XXXXX and XXXXX met by phone several times, in 2007-2008 with a Washington DC attorney who worked with Congressionally chartered, 501C3's. He helped us with the wording of By-law proposal changes to be presented at, I believe, the 2008 national convention. We specifically asked about By-laws that did not have proposed changes. He told us they remain as By-laws in the governing documents.
However, when the minutes & new governing documents of that convention were written, By-laws that did not have proposed changes, were eliminated from the governing documents even though it was stated at that convention that these By-laws were to remain in the governing documents. This was brought up but nothing was done about it.
These By-laws need to be restored to our governing documents.  There was not a vote to eliminate the unchanged By-laws in 2008. When we voted on By-law changes in 2018, we did not eliminate By-laws that didn't have proposed changes.  
Wouldn't that make this a matter of amending the minutes of the 2008 convention to restore the By-laws that did not have proposed changes and then a motion to restore said eliminated By-laws to the governing documents and adding them when the changes in the governing documents are printed after our 2020 convention?
I think if we have the By-laws from 2006 or 2007, we can determine which ones were eliminated, without a vote to do so,  in 2008. Some of the ones eliminated were about member eligibility which we still need today.
I have the original By-laws in the XXXXX book that I was given in 2000. That might help and XXXXX has some archives that would help also.
I will look through my stuff and see if I can find any other documents that might help to restore them to the governing documents.
Do you think this is something we can accomplish?"
 
Are we  on the right track?
 
I appreciate any feedback you have to offer.
 
And Happy Thanksgiving to you all!
Peg

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It depends on the exact wording of the motion adopted in 2008. If you did not vote to delete the portions that were not changed, then all you have to do is correct the secretarial errors in the bylaws. If, by chance, the 2008 motion actually did delete those sections, then you need to revise the bylaws at your first opportunity.

In neither case do you amend the minutes of the 2008 meeting. The minutes are a record of what was done -- if you made a mistake at that meeting, the minutes should still record that accurately. And, in any case, amending the minutes doesn't change what happened (ie: you cannot revise history).

Again, I recommend that you hire a professional parliamentarian to help you resolve this situation.

Edited by Atul Kapur
added parenthetical remarks

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50 minutes ago, Guest Peg said:
I spoke with XXXXX yesterday. We talked about parts of the By-laws that are missing that had no motions on their removal.
This happened during the 2008 convention. A committee of myself, XXXXX and XXXXX met by phone several times, in 2007-2008 with a Washington DC attorney who worked with Congressionally chartered, 501C3's. He helped us with the wording of By-law proposal changes to be presented at, I believe, the 2008 national convention. We specifically asked about By-laws that did not have proposed changes. He told us they remain as By-laws in the governing documents.
However, when the minutes & new governing documents of that convention were written, By-laws that did not have proposed changes, were eliminated from the governing documents even though it was stated at that convention that these By-laws were to remain in the governing documents. This was brought up but nothing was done about it.
These By-laws need to be restored to our governing documents.  There was not a vote to eliminate the unchanged By-laws in 2008. When we voted on By-law changes in 2018, we did not eliminate By-laws that didn't have proposed changes.  

Guest Peg, this gets somewhat technical, but were the changes your organization made to its bylaws in 2008 considered as AMENDMENTS to the bylaws or as a bylaws REVISION?   If only certain provisions in the bylaws were being amended, then the "non-amended" provisions do indeed remain as part of the bylaws.  However, if the changes were presented as a bylaws revision, with the document being presented to the membership being treated as a new set of bylaws, then what you did was adopt a revision of the bylaws and all of the former bylaws were, in essence, rescinded and ceased to exist.

See pages 566 and 592-593 of RONR for more information as to the differences between bylaws amendments and a bylaws revision.,

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