New preamble to old constitution

[simcha]

We are an incorporated society and we're revising our bylaws. Our mission and goals, as stated in our charter, are outdated. RONR 56:18 says that a preamble can be added to the bylaws to state a more updated set of goals. Does anyone know of a sample we could look at?  My online searches have turned up none that seem helpful. Thank you.

[Shmuel Gerber]

On 12/1/2021 at 2:11 PM, simcha said:

We are an incorporated society and we're revising our bylaws. Our mission and goals, as stated in our charter, are outdated. RONR 56:18 says that a preamble can be added to the bylaws to state a more updated set of goals. Does anyone know of a sample we could look at?  My online searches have turned up none that seem helpful. Thank you.

It's not clear to me exactly what you are looking for an example of, but many organization have their governing documents available online. The National Association of Parliamentarians has Articles of Incorporation posted here.

But you raise an interesting question by alluding to the final two sentences in 56:18: "Some societies prefer to set forth the object in a preamble to the bylaws rather than in an article, in which case the preamble precedes Article I, and the numbering of the remaining articles described below is modified as necessary. This device is especially useful in societies incorporated many years before, whose charter no longer states its object in modern terms or with the specificity now desired."

The last sentence seems to have been added in the 9th Edition of RONR.

I don't think it is a simple matter to try adopting any statement of Object in the bylaws where the charter already has a different statement. The charter supersedes any conflicting provisions in the bylaws, whether they are in a numbered article or in a preamble. While it may be possible to specify examples in the bylaws of the types of activities the society will aim to engage in, these can in no way be interpreted to either limit or expand the object of the society as provided in the charter.

[Guest simcha]

A belated thank you for your response. I hadn't realized that anyone had responded.  It seems as though it's pointless to have a preamble for this purpose at all, then, since the goals have to be exactly the same. We weren't thinking of goals that actually conflicted with the ones in the charter -- but they were worded a little differently. I am confused as to how that last sentence would be useful at all.  Thanks again.

[Dan Honemann]

On 12/1/2021 at 2:11 PM, simcha said:

We are an incorporated society and we're revising our bylaws. Our mission and goals, as stated in our charter, are outdated. RONR 56:18 says that a preamble can be added to the bylaws to state a more updated set of goals. Does anyone know of a sample we could look at?  My online searches have turned up none that seem helpful. Thank you.

Since you are an incorporated society, I suggest that you consult with your lawyer to determine the extent to which applicable law has changed any limitations on what your society may do as set forth in its charter.

[Shmuel Gerber]

On 1/6/2022 at 2:03 PM, Dan Honemann said:

Since you are an incorporated society, I suggest that you consult with your lawyer to determine the extent to which applicable law has changed any limitations on what your society may do as set forth in its charter.

Suppose that the law is perfectly OK with the society's doing things outside of its object as set forth in the charter, or under the law it can do things that are permitted by the charter or the bylaws. RONR also says that the society can do things outside of its object in the charter, by a motion introduced with permission of the assembly by a two-thirds vote (10:26(2)).

But it seems to me that the request posted by Simcha raises a distinct question: regardless of the actions that are permitted outside its object as specified in the charter, can the society change its object as specified in the charter by means of an amendment to the bylaws?

My response assumed that the answer is "no", but even so it could still be possible for the bylaws to clarify the intentions of the society. For example, if the charter states that the object is "to undertake eleemosynary activities for the reform of wayward infants …",  the bylaws might say "To sponsor charitable programs for the rehabilitation of troubled youths, including but not limited to expertly supervised residential programs, financial and emotional support for foster families, and rigorous physical and educational regimens for enrollees".

[Dan Honemann]

On 1/8/2022 at 11:08 PM, Shmuel Gerber said:

Suppose that the law is perfectly OK with the society's doing things outside of its object as set forth in the charter, or under the law it can do things that are permitted by the charter or the bylaws. RONR also says that the society can do things outside of its object in the charter, by a motion introduced with permission of the assembly by a two-thirds vote (10:26(2)).

But it seems to me that the request posted by Simcha raises a distinct question: regardless of the actions that are permitted outside its object as specified in the charter, can the society change its object as specified in the charter by means of an amendment to the bylaws?

My response assumed that the answer is "no", but even so it could still be possible for the bylaws to clarify the intentions of the society. For example, if the charter states that the object is "to undertake eleemosynary activities for the reform of wayward infants …",  the bylaws might say "To sponsor charitable programs for the rehabilitation of troubled youths, including but not limited to expertly supervised residential programs, financial and emotional support for foster families, and rigorous physical and educational regimens for enrollees".

I agree with you that nothing in a corporation's bylaws can conflict with anything in its charter (2:7). 

The charters of many old corporations may not, on their face, specifically authorize certain actions to be taken, and back in the good old days such unauthorized actions, if taken, would be deemed to be null and void (ultra vires). Most (perhaps all) state laws now permit corporations to do just about anything you or I can do even although such actions are not specifically permitted by their charters.

My assumption is that the last sentence of 56:18 was inserted because, by simply adopting a preamble to their bylaws, these older corporations are able to reflect their power, and perhaps desire, to take such "unauthorized" actions without amending either their charter or their bylaws.