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Guest Peg

Org's Constitution same as US Code

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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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