Constitutions...1 or 2

[Guest Reginald Davis]

I am an officer in the Consolidated Baptist District Association (CBDA). The CBDA is a 140 year old Association of Baptist Churches. We have about 30 or 40 churches that fellowship with us in the CBDA.

 

There is also a Consolidated Baptist District Educational Convention (CBDEC). The Educational Convention has its own constitution, however these two bodies are comprised of people from the same churches. 

Both bodies have voted to make the Educational Convention (CBDEC) an auxiliary of the Convention (CBDA). Must the Convention render its constitution or can the both exist with their own constitutions and long as the Educational Convention states in its constitution that it is an auxiliary of the Association? 

 

 

The 

[Rob Elsman]

I'm afraid RONR does not speak of the "auxiliary" relationship between two bodies, and I am quite unsure what exactly is meant.

[Atul Kapur]

I would suggest that you have a parliamentarian review both bylaws to look for conflicts and that you amend or revise both bylaws (or even rescind one) to take into consideration the new relationship. The goal is to avoid confusion in the future.

For example, as reelsman notes, a clear definition of what it means to be an auxiliary would be helpful.

[Guest Zev]

Quote

 

• In the case of a merger, one of the two organizations continues, while the other loses its independent identity and ceases to exist, since it is merged -- that is, absorbed -- into the former.
• In the case of a consolidation, two or more organizations each discontinue their independent existence, and a new entity is formed that includes the memberships of the consolidating organizations, continues their work, and assumes their assets and liabilities.

 

RONR 11th edition, page 561.

It makes no difference which one of these has taken place, the result will be one single constitution or bylaws.

Did one or both of these organizations surrender its legal identity? If this did not take place then the act was not a merger or a consolidation, but something else entirely. In that event I suspect this would be a legal question and not a parliamentary one. I would suspect that one or both of these organizations has legal counsel. In any event perhaps you should ask one or both what they think happened and what are the legal ramifications of the new relationship.