Overriding State Statutes

[Tomm]

If a state statute doesn't have the "unless otherwise specified in the articles of incorporation or bylaws" can a bylaw override the statute"

Ex. Statute states only a majority vote is required but the bylaw says 2/3rd's?

[Joshua Katz]

You'd need to ask a lawyer.

[Tomm]

On 1/5/2024 at 3:25 PM, Joshua Katz said:

You'd need to ask a lawyer.

Some are arguing that as long as the rule is more stringent than the statute the rule can take precedence over the statute, but it's just my opinion that a policy as general as that can get out of hand?

 

[Joshua Katz]

On 1/5/2024 at 6:04 PM, Tomm said:

Some are arguing that as long as the rule is more stringent than the statute the rule can take precedence over the statute, but it's just my opinion that a policy as general as that can get out of hand?

 

 

On 1/5/2024 at 5:25 PM, Joshua Katz said:

You'd need to ask a lawyer.

 

[Gary Novosielski]

On 1/5/2024 at 4:34 PM, Tomm said:

If a state statute doesn't have the "unless otherwise specified in the articles of incorporation or bylaws" can a bylaw override the statute"

Ex. Statute states only a majority vote is required but the bylaw says 2/3rd's?

According to RONR, a bylaw cannot override a state statute. But with respect to interpreting the fine points of the state statute, you'd need to consult a lawyer.

[J. J.]

On 1/5/2024 at 7:42 PM, Gary Novosielski said:

According to RONR, a bylaw cannot override a state statute. But with respect to interpreting the fine points of the state statute, you'd need to consult a lawyer.

RONR does note the possibility of a statute authorizing its own override by a bylaw (45:71), so it is possible.  However, whether or not a particular statute does that is a legal question.  For that, Tomm will to consult an attorney, permitted to practice in that state. 

[Josh Martin]

On 1/5/2024 at 3:34 PM, Tomm said:

If a state statute doesn't have the "unless otherwise specified in the articles of incorporation or bylaws" can a bylaw override the statute"

Ex. Statute states only a majority vote is required but the bylaw says 2/3rd's?

On 1/5/2024 at 5:04 PM, Tomm said:

Some are arguing that as long as the rule is more stringent than the statute the rule can take precedence over the statute, but it's just my opinion that a policy as general as that can get out of hand?

To the extent it is of assistance, this is what RONR has to say on this subject.

"The parliamentary authority—through the adoption of which a society establishes its rules of order—should be prescribed in a one-sentence article reading: “The rules contained in the current edition of… [specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.” ...

Where a particular type of organization is subject to local, state, or national law containing provisions relating to its procedure—as for certain procedures in a labor organization, in condominium associations, or in an incorporated association—it may be desirable to add at this point a phrase such as, “and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.” However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in the bylaws." RONR (12th ed.) 56:49, 56:49n1

But ultimately, this is a legal question, and such questions should be directed to an attorney.