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Tomm

Bylaw Heading change

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The Board of our recreation center organization is allowed to adopt policies that relate to rules and regulations of the various Clubs. In doing so the resolution reads as follows:

"WHEREAS Article V, Section 6.3 Article IV, Section 7  of the Corporate Bylaws empowers the Board of Directors (“Board” or “Directors”) of the Recreation Centers of XXXXXXX, Inc. to adopt Policies (“BP or “Policies”) not in conflict with the Restated Articles of Incorporation (“Articles”) or Corporate Bylaws (“Bylaws”)."

Question:

Although the Bylaws allows the Board to adopt new policies, can the Bylaw headings be changed from Article IV, Section 7 to Article V, Section 6.3 without a motion, previous notice and a vote from the entire membership? Shouldn't a motion to "Amend Something Previous Adopted" be presented to the entire membership be required prior to allowing the Board to make such revisions to rearrange the heading in the Bylaws?

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Guest Zev
Quote

 

Captions, Headings, and Article and Section Numbers

It was formerly customary to permit the secretary to fill in captions, headings, and article, section, or paragraph numbers or letters, and the like, after the assembly had adopted bylaws or other long documents. Such designations were treated as mere marginal notations which could be clerically modified. It is now the usual practice to include these subtitles or identifying numbers or letters as an integral part of what is adopted by action of the assembly.

 

RONR 11th edition, page 598.

Quote

 

Corrections of article or section numbers or cross-references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee. An assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution such as the following:

Resolved, That the secretary [or, "the ... committee"] be authorized to correct article and section designations, punctuation, and cross-references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Society in connection with ...   

 

RONR 11th edition, pages 598-599.

There is some flexibility in how the assembly decides to implement such corrections, but not without an actual motion.                                              

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The Board Policies were changed by the Board alone and the general membership had no vote on the changes. I can understand your reply if it pertained to the general assembly changing the rules/policies but not to a Board. I thought one assembly (the Board) can't make rules that affect the general membership unless they're involved? 

Does that make any difference?

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Guest Zev

The bylaws cannot be changed in any way whatsoever by the board unless the bylaws themselves authorize the board to perform such an act. The board cannot change a rule established by the general membership's assembly since the board is a subordinate body, unless the rule authorizes the board to change it. The general membership's assembly may countermand or order the board to change its own rules or policies since it is a superior body.

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I'm not sure this is a change of meaning; rather it seems to be one of reference.

4 hours ago, Tomm said:

WHEREAS Article V, Section 6.3 Article IV, Section 7  of the Corporate Bylaws empowers the Board of Directors .... to adopt Policies ...

The change seems to be in a reference to the section of the Bylaws that empowers the board, rather than to the Bylaws headings themselves.

Does Article IV, Section 7 give this power to the Board?
Does Article V, Section 6.3 give this power to the Board?

One of those questions should be answered Yes and the other No. The reference should be to the correct section.

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Guest Zev

The OP is asking whether the board can amend the bylaws without the general membership getting involved, with "...can the Bylaw headings be changed from Article IV, Section 7 to Article V, Section 6.3 without a motion, previous notice and a vote from the entire membership?" I say it fails three times over.

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I understand and agree the Board is allowed to change the Rules that they are changing  but are they allowed to change the headings in the Bylaws from "Article V, Section 6.3 to Article IV, Section 7"?

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1 hour ago, Tomm said:

I understand and agree the Board is allowed to change the Rules that they are changing  but are they allowed to change the headings in the Bylaws from "Article V, Section 6.3 to Article IV, Section 7"?

I don’t quite understand what is happening here. As I understand the facts (and I am not certain that my understanding is correct), a resolution was adopted which includes a “whereas” clause (which was probably the first mistake), and that resolution contains an inaccurate reference to a section of the bylaws. There does not seem to be any need to change the headings in the bylaws themselves. Rather, the resolution should be amended so that the reference to the bylaws is correct (or better yet, just remove the whereas clause entirely). If this resolution was adopted by the board, the board may amend it. If the resolution was adopted by the membership, only the membership may amend it.

I don’t understand why there is such consternation over a technical error in a whereas clause, however, so I feel like I am missing something.

Edited by Josh Martin

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It doesn't look like they're changing any heading in the bylaws. They're not actually changing the name of Article IV, Section 7, are they? It looks like they're changing a reference to a particular provision that empowers the board to do certain things. 

It's as if you had a policy that says "WHEREAS the 25th Amendment protects people from having to self-incriminate ...."

And then someone proposed a motion to strike out "25th" and insert "5th". The headings are not actually being changed. It's just that the reference is being corrected.

Can you quote the two sections that are mentioned? That may help clarify the situation.

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I apologize if I'm not being clear. You guys have been very patient and I appreciate that very much.

What happened here at a Board meeting was this; that resolution actually eliminated Article IV, SECTION 7 from the Bylaws then redirected the Rule to Article V, SECTION 6.3.

The Board had previously gone thru the entire Bylaws and eliminated duplication's and contradictions. My concern is that they did this as a Board alone and did not include the approval of the general membership.

There were many other "Board Policies" that were changed. In fact, 21 policies were changed and 3 were terminated altogether!

A final motion was made by the Board: "I move that the following Board Policy Resolutions ("BP") be terminated as they have been integrated into the Corporate Bylaws:" The Board approved the motion and the Bylaws were changed!?!?!?

One last important note: Article V, SECTION 6.3 states: "The Board shall have authority to establish, change, and/or delete Board Policies and any rules and regulations of the Corporation as deemed necessary and within the authority as outlined in the Corporate Documents."  I have not seen the Corporate Documents which I'm assuming is a different document from the Corporate Bylaws?!?!? But interpretation of Section 6.3 is that it only pertains to the Board policies and not the Bylaws as a whole? The Section states "Rules and Regulations of the corporation". It doesn't include Bylaws?

Edited by Tomm

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1 hour ago, Tomm said:

 

What happened here at a Board meeting was this; that resolution actually eliminated Article IV, SECTION 7 from the Bylaws then redirected the Rule to Article V, SECTION 6.3.

 

I haven't seen anywhere in this thread so far where we've been told what the specific procedures are for amending the bylaws. If they were cited somewhere, I'd appreciate someone pointing that out. If those procedures (or applicable law) do not grant the board the authority to amend the bylaws, then I'd say the board absolutely can not remove articles and/or sections from the bylaws and move contents elsewhere. That appears to involve more than just re-numbering sections.

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I'm with Mr. Martin on this one.  Since a Whereas clause doesn't create an action, but merely explains the rationale for the resolution, it's hard to see how it would create a problem with the bylaws.

I get the feeling we're getting the relevant info in dribs (and possibly drabs) that make it difficult to see the overall picture.

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I have to agree with Mr. Novosielski, we are dealing with incomplete information which makes it difficult to understand the issue(s), much less give informed responses.

Tomm, let's ignore the Board Policies for the moment and go to this piece of information you just provided:

2 hours ago, Tomm said:

The Board had previously gone thru the entire Bylaws and eliminated duplication's and contradictions. My concern is that they did this as a Board alone and did not include the approval of the general membership.

This sounds like, at minimum, a bunch of amendments to the bylaws or even a complete revision of the bylaws. As Guest Zev quoted many screens above, these should be processed as any other amendments to the bylaws. (Depending on the scope of the changes, these can be specifically delegated. I don't believe the changes described here should or even could be delegated).

To move further, we would need to know what the bylaws say about amending the bylaws.

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I think Mr. Kapur has given me my answer. The Corporate Bylaws that I have does not have any method described for amending them. Perhaps there is something in the "Corporate Documents" that supersedes the Corporate Bylaws but for me to see those, I have to go thru the Corporate office and jump thru a bunch of hoops and fill out a bunch of forms then a judgement will be made whether or not I can have access!

Yes, the Board made a bunch of changes to policies, which they are allowed to do, but then went into the Bylaws and rearranged them to match the new policies!

Thanks for putting up with me!

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Corporate structures often give the Board complete authority and even exclusive authority. This is very different from the assumptions in parliamentary law and RONR.

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