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Interim Board/New Organization’sFirst Constitution


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Guest Mary

Drafting an initial constitution for a new organization : would this require membership approval? Can the interim BOD approve the constitution and would it be be binding for the Membership? Is the approved constitution “preliminary” , binding,  until a membership vote? Can the interim board make changes by 2/3 vote after they initially vote to approve ? 
Proposed Language: 

 Section 1. THE POLO CLUB CONSTITUTION:

This Constitution shall be the supreme law of the Polo Club.

A. This Constitution may be recommended to the membership for alteration, addition, deletion or amendment by:

(1) a two-thirds (2/3) majority of the total Board of Directors, or

(2) a petition(s) submitted in accordance with the provisions of this Constitution carrying signatures numbering twenty-five percent (25%) or more of active members in good standing. The office of the Secretary-Treasurer must, within thirty (30) days following receipt of such petition(s), verify that the names on the petition(s) are of active members in good standing and must issue written certification to the Balloting Committee (BC) authorizing a special balloting of the membership to begin no later than thirty (30) days following such certification.

 

B. An affirmative vote by a majority of those active members in good standing who return valid ballots shall be required for the passage of any proposed alteration, addition, deletion or amendment.

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Guest Mary

The membership meets annually. If the interim board drafts the constitution and they vote to endorse the “preliminary “ constitution, then prior to the time it gets to the Membership for a vote, it’s not binding. Correct? And does that mean the acts of an interim board without a membership approved constitution are not binding as well? 

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Guest Puzzling

Please don't try to invent a new wheel, have a look at the RONR sections about setting up a new organization and at the example bylaws and how to adopt them.

Also ask other similar organizations for their bylaws, rules of order, and constitution as examples.

Also if the organization will own property have an lawyer have a look at it.

Trying to reinvent a wheel from scratch is will lead to an Reuleaux triangle at best.

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Guest Mary

[§414D-187] Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
 

I’m asking because there is controversy regarding RRONR and state statutes. Generally which rules? 

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15 minutes ago, Guest Mary said:

I’m asking because there is controversy regarding RRONR and state statutes. Generally which rules? 

Without attempting to interpret this law, the general rule is that a procedural law wins out over, not just RONR, but the entire hierarchy of rules. A substantive law, on the other hand, imposes no procedural obligations on the organization. Thus, a law against murder will not "trump" the bylaws and rules of order so as to make a motion to hire a hitman out of order. It generally makes it a bad idea, though. However, an action that violates a procedural law is out of order. 

That line is famously hard to define precisely, so I won't attempt it here.

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Guest Puzzling
2 hours ago, Guest Mary said:

[§414D-187] Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
 

The law you quoted looks  much more like a law for for-profit or shareholders corporations,  are you sure you are looking at the right laws? Probably there are other laws for non profit organizations that are much more the laws you should follow.

Get advice from a lawyer for this.

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