rondao Posted March 11, 2024 at 09:55 PM Report Share Posted March 11, 2024 at 09:55 PM Our club in a nonprofit corporation registered with the state. Recently, the bylaws were amended and sent to a governing body for review. The governing body required changes in what was submitted. The secretary apparently changed them without a vote and resubmitted them to the governing body. What version of the bylaws are now in effect. I suspect it is the original bylaws since the changes were rejected. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 11, 2024 at 11:43 PM Report Share Posted March 11, 2024 at 11:43 PM On 3/11/2024 at 5:55 PM, rondao said: Our club in a nonprofit corporation registered with the state. Recently, the bylaws were amended and sent to a governing body for review. The governing body required changes in what was submitted. The secretary apparently changed them without a vote and resubmitted them to the governing body. What version of the bylaws are now in effect. I suspect it is the original bylaws since the changes were rejected. I agree. Assuming the governing body has the power to approve or reject changes adopted at the local level, and they required changes, it is still up to the membership to review and adopt the changes. The secretary acting alone has no such power (unless you have a very strange bylaws article on amendments.) You should immediately notify the governing body that the resubmission was not properly authorized, and then follow your rules on amendments to make your bylaws say what they're supposed to say. Then send that information to the governing body and wait for a response. Until then you're working with the old bylaws before any of this happened. Quote Link to comment Share on other sites More sharing options...
rondao Posted March 18, 2024 at 04:31 PM Author Report Share Posted March 18, 2024 at 04:31 PM So do all the bylaws changes need to be revoted on or just the changes the secretary made? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 18, 2024 at 06:12 PM Report Share Posted March 18, 2024 at 06:12 PM Your bylaws should contain (usually in an article near the end) rules for their own amendment, and these rules must be followed for any changes, even so much as a single punctuation mark. They will probably require at least previous notice of the proposed change, and a two-thirds vote of approval at a general membership meeting. [See RONR (12th ed.) 56:50] Quote Link to comment Share on other sites More sharing options...
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