Duplicating Rules

[Tomm]

Is it common practice not to duplicate certain rules in different Articles when they apply to the same issue, Example: Both the Articles of Incorporation and Bylaws require the exact same requirements for the number of days required for previous notice. And those requirements are also listed in an Article for Membership meetings and then again in a Section on Special Membership meetings. Same requirement, 4 places!

I'm thinking that one Article covering the requirements to Amend them can list the requirement only once avoiding a conflict down the line if the rule was changed in one place and not the other.  

[Richard Brown]

On 9/24/2022 at 7:04 PM, Tomm said:

Is it common practice not to duplicate certain rules in different Articles when they apply to the same issue, Example: Both the Articles of Incorporation and Bylaws require the exact same requirements for the number of days required for previous notice. And those requirements are also listed in an Article for Membership meetings and then again in a Section on Special Membership meetings. Same requirement, 4 places!

I'm thinking that one Article covering the requirements to Amend them can list the requirement only once avoiding a conflict down the line if the rule was changed in one place and not the other.  

RONR advises against repeating the same provisions in more than one of the governing documents. The same provisions normally should not appear in more than one document or in more than one place in the same document.  This is in part to avoid the problems that can be caused by later amending a provision in one of the governing documents but not making the same change in the other document where it appears.

For more information you might read the section 2, "Rules of an Assembly or Organization" and also section 56 on "Content and Composition of Bylaws", paying particular to 56:16-18.  (RONR, 12th ed.).

[Weldon Merritt]

Some years ago, I attended a presentation by Daniel Seabold in which he iterated what I call "Seabold's Axiom": "Say it once; say t clearly' and say it in the right place." (I'm not certain I have the three elements in the same order in which he stated them, but I believe they are equally important.) I try to always keep that axiom in mind when drafting governing documents. And that includes not repeating in your bylaws something that already is included in RONR.

[Josh Martin]

On 9/24/2022 at 7:04 PM, Tomm said:

Is it common practice not to duplicate certain rules in different Articles when they apply to the same issue, Example: Both the Articles of Incorporation and Bylaws require the exact same requirements for the number of days required for previous notice. And those requirements are also listed in an Article for Membership meetings and then again in a Section on Special Membership meetings. Same requirement, 4 places!

I concur with my colleagues, and would add the following in regard to the Articles of Incorporation specifically:

"In an incorporated organization, the corporate charter supersedes all its other rules, none of which can legally contain anything in conflict with the charter. Nothing in the charter can be suspended by the organization itself unless the charter or applicable law so provides. For these reasons, a corporate charter generally should contain only what is necessary to obtain it, and to establish the desired status of the organization under law—leaving as much as possible to the bylaws or to lower-ranking rules if appropriate in accordance with the principles explained below and in 56.4" RONR (12th ed.) 2:7

[Atul Kapur]

Another reason that

On 9/25/2022 at 12:48 PM, Josh Martin said:

a corporate charter generally should contain only what is necessary to obtain it

is that it often costs a lot of money (in legal fees and expenses) to change the Corporate Charter or Articles of Incorporation.