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Alex Meed

Joining and leaving parent organizations

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How does an organization choose to join a parent organization? Must it be reflected in the bylaws?

How does an organization that has joined a parent organization leave that parent organization? If there are references to the parent organization in the bylaws (for instance, designating members who will represent the organization to the parent organization in some capacity), must those references be removed in order for the organization to leave the parent organization?

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9 hours ago, Alex Meed said:

How does an organization choose to join a parent organization?

If an organization is to be part of a parent organization, the organization is usually created as such from the start. The parent organization will generally have its own rules governing this process. An existing organization joining a parent organization is somewhat less common, but the parent organization may have rules regarding that as well.

RONR doesn't have too much to say about either of these processes, leaving most of these matters to the rules or discretion of the parent organization. In regards to the former, it notes the following:

"If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws should contain this limit or one that is lower. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so." (RONR, 11th ed., pgs. 567-568)

RONR has nothing explicitly addressing the latter case. It seems comparable to a merger or consolidation... although not quite the same, since each organization continues to exist (although one is now subordinate to the other). Rules on these subjects are found in RONR, 11th ed., pgs. 561-563.

9 hours ago, Alex Meed said:

Must it be reflected in the bylaws?

My experience has been that generally the rules governing subordinate organizations are listed in the bylaws of the parent organization, but the specific names of the subordinate chapters are generally not listed - except perhaps if there are only a few of them. Usually, the name of the parent organization and the fact that the subordinate unit is a part of that organization is specified in the subordinate unit's bylaws. I don't think any rule in RONR specifically requires this, but often the parent organization's rules do. I personally think it is a good idea for the sake of clarity.

9 hours ago, Alex Meed said:

How does an organization that has joined a parent organization leave that parent organization?

Again, RONR has nothing to say explicitly on this subject. Rules of parent organizations also tend to be lacking on this subject as they never contemplate that their subordinate units might want to leave. :)

If the parent organization does have rules on this subject, those rules should be followed. Otherwise, some negotiation with the parent organization might be called for. If either or both organizations are incorporated, and/or if the subordinate unit has substantial amounts of money or other property, it may also be prudent to consult an attorney.

Another option may be to dissolve the organization and start over. These rules are covered in RONR, 11th ed., pgs. 563-564. Again, consulting an attorney is advisable if the organization is incorporated. Parent organizations sometimes have rules on this subject as well.

9 hours ago, Alex Meed said:

If there are references to the parent organization in the bylaws (for instance, designating members who will represent the organization to the parent organization in some capacity), must those references be removed in order for the organization to leave the parent organization?

If there is a provision in the bylaws (as is common) which explicitly provides that the organization is a subordinate unit of XYZ parent organization and that the rules of that organization take precedence, the bylaws will certainly need to be amended to remove that provision. Removing this provision, in and of itself, may or may not be sufficient to end the relationship with the parent organization.

As for provisions which merely make reference to the organization's membership in the parent organization (such as rules pertaining to electing delegates to conventions), I do not think it is strictly required to remove these rules in order to leave the parent organization. It is still probably a good idea, however, since such rules would no longer have any meaningful application.

Edited by Josh Martin

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