Board Member Secretary Says Bylaws Are “Missing”

[Guest Janet Foster]

Several in our organization has asked for copies of the bylaws to be presented to the board and shareholders, but the secretary says that the bylaws are “missing”. This has become a problem, as when introducing a motion to vote or when conducting meeting, the “rules” seem to change to support a specific agenda. A great deal of chaos to the meetings due to lack of transparency.  Does RONR say anything about this subject? 

[Josh Martin]

On 4/26/2024 at 8:22 AM, Guest Janet Foster said:

Several in our organization has asked for copies of the bylaws to be presented to the board and shareholders, but the secretary says that the bylaws are “missing”. This has become a problem, as when introducing a motion to vote or when conducting meeting, the “rules” seem to change to support a specific agenda. A great deal of chaos to the meetings due to lack of transparency.  Does RONR say anything about this subject? 

Well, the Secretary had better find the bylaws, as maintaining the bylaws is one of the Secretary's duties. Members do not, strictly speaking, have a right to copies (although RONR does recommend that members be provided with copies), but members at a minimum have a right to inspect the bylaws.

"It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs." RONR (12th ed.) 2:13

"Duties of the secretary. The duties of the secretary are: ...

8. To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting." RONR (12th ed.) 47:33

"Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary." RONR (12th ed.) 47:36

[Richard Brown]

The secretary needs to do everything reasonably possible to “find“ the bylaws. Since for some reason the secretary seems reluctant to do so, I suggest a small committee be created to find a copy of the bylaws. I bet a copy exists somewhere.  If no copy can be located, then the Society should adopt a new set of bylaws. 

[Guest Janet Foster]

Thank you both for your apt replies. Would it be within RONR conduct to suggest that any voting would be suspended until the bylaws are found or re-established. The issue is really being pressed that a vote is conducted during our next meeting. 

[Gary Novosielski]

On 4/26/2024 at 11:58 AM, Guest Janet Foster said:

Thank you both for your apt replies. Would it be within RONR conduct to suggest that any voting would be suspended until the bylaws are found or re-established. The issue is really being pressed that a vote is conducted during our next meeting. 

I don't think it would require that all voting be stopped.  Do you have reason to believe that the bylaws contain some strange procedure for voting that is very different from the standard procedures in RONR?  

[Guest Janet Foster]

On 4/28/2024 at 8:43 PM, Gary Novosielski said:

I don't think it would require that all voting be stopped.  Do you have reason to believe that the bylaws contain some strange procedure for voting that is very different from the standard procedures in RONR?  

We do believe there is some sort of discrepancy or difference in the bylaws from standard RONR procedures, among other things. The Secretary has been overstepping her bounds for quite a few things currently and in the past, and the fact that these she is saying that she can’t find the bylaws makes us suspicious. 

[Dan Honemann]

On 4/29/2024 at 8:02 AM, Guest Janet Foster said:

We do believe there is some sort of discrepancy or difference in the bylaws from standard RONR procedures, among other things. The Secretary has been overstepping her bounds for quite a few things currently and in the past, and the fact that these she is saying that she can’t find the bylaws makes us suspicious. 

What is really troublesome is the fact that apparently no one in your organization, including the president and all other officers, can find a copy of your bylaws.  Are you sure that this is the case?

[Guest Janet Foster]

On 4/29/2024 at 7:11 AM, Dan Honemann said:

What is really troublesome is the fact that apparently no one in your organization, including the president and all other officers, can find a copy of your bylaws.  Are you sure that this is the case?

We have been told (by the officers themselves) that none of the other officers have a copy, and when the bylaws were first drafted, the Secretary didn’t hand out any copies to anyone, but filed it away. I have recently become involved in the organization for about a year and have asked for the bylaws (which have been established before I became a shareholder), but to no avail. I would not be surprised if there was a copy lying around and they are refusing to share it. 
There is a great deal of issues that I fear are being mishandled that gives me great concern and I have communicated to the board, but it has still not been addressed. 

[Joshua Katz]

Did the Secretary type up and maintain the bylaws on a typewriter? If not, I'd think the Secretary would have a digital copy. This all sounds very off.

[Guest Janet Foster]

On 4/29/2024 at 8:17 AM, Joshua Katz said:

Did the Secretary type up and maintain the bylaws on a typewriter? If not, I'd think the Secretary would have a digital copy. This all sounds very off.

From what we have been told by the Secretary, the bylaws were typed up using a computer, yet there is no digital copy and cannot find a hard copy (though we were told that it has been filed away). I agree with you, there is something amiss about the entire situation. We are seeing very little accountability and unwillingness to rectify the situation. Very unsure about what should be the next step to take since I and several others have voiced our concerns numerous times. 

[Dan Honemann]

On 4/29/2024 at 8:52 AM, Guest Janet Foster said:

We have been told (by the officers themselves) that none of the other officers have a copy, and when the bylaws were first drafted, the Secretary didn’t hand out any copies to anyone, but filed it away. I have recently become involved in the organization for about a year and have asked for the bylaws (which have been established before I became a shareholder), but to no avail. I would not be surprised if there was a copy lying around and they are refusing to share it. 
There is a great deal of issues that I fear are being mishandled that gives me great concern and I have communicated to the board, but it has still not been addressed. 

Since you say you are a shareholder, I gather your organization is incorporated.  If so, you may well be able to obtain a copy of the charter and bylaws from your Secretary of State (or whichever other state entity handles corporate affairs).  It might also be a good idea for you to consult with an attorney. 

[Josh Martin]

On 4/26/2024 at 10:58 AM, Guest Janet Foster said:

Would it be within RONR conduct to suggest that any voting would be suspended until the bylaws are found or re-established.

No.

On 4/26/2024 at 10:58 AM, Guest Janet Foster said:

The issue is really being pressed that a vote is conducted during our next meeting. 

You may, if you wish, move to postpone this particular matter until the next regular meeting (if within a quarterly interval) or until an adjourned meeting. The motion to postpone requires a majority vote for adoption.

On 4/29/2024 at 7:02 AM, Guest Janet Foster said:

We do believe there is some sort of discrepancy or difference in the bylaws from standard RONR procedures, among other things.

Please clarify.

On 4/29/2024 at 7:02 AM, Guest Janet Foster said:

The Secretary has been overstepping her bounds for quite a few things currently and in the past, and the fact that these she is saying that she can’t find the bylaws makes us suspicious. 

I agree.

Perhaps your organization should consider replacing its officers with officers who know how to do their jobs. See FAQ #20.

On 4/29/2024 at 7:52 AM, Guest Janet Foster said:

We have been told (by the officers themselves) that none of the other officers have a copy, and when the bylaws were first drafted, the Secretary didn’t hand out any copies to anyone, but filed it away. 

It appears you are suggesting the bylaws were filed with some external organization (presumably, some state agency and/or a parent organization). So it would seem prudent to reach out to that organization for a copy of the bylaws.

I think legal counsel would also likely be advisable.

[Richard Brown]

On 4/29/2024 at 8:44 AM, Guest Janet Foster said:

From what we have been told by the Secretary, the bylaws were typed up using a computer, yet there is no digital copy and cannot find a hard copy (though we were told that it has been filed away).

"Filed away" where and by whom?

[Guest Janet Foster]

On 4/29/2024 at 9:04 AM, Dan Honemann said:

Since you say you are a shareholder, I gather your organization is incorporated.  If so, you may well be able to obtain a copy of the charter and bylaws from your Secretary of State (or whichever other state entity handles corporate affairs).  It might also be a good idea for you to consult with an attorney. 

Yes, the organization is incorporated. I have contacted the Secretary of State and was able to obtain the charter, but was notified that there were no bylaws on file. Thank you for your help! 

[Guest Janet Foster]

On 4/29/2024 at 9:36 AM, Josh Martin said:

Please clarify.

There are additional people (non-board members) who are voting on motions who should not be able to according to RONR, but we would like to obtain the bylaws to confirm if these votes are protected or if they should not be counted.

On 4/29/2024 at 9:36 AM, Josh Martin said:

It appears you are suggesting the bylaws were filed with some external organization (presumably, some state agency and/or a parent organization). So it would seem prudent to reach out to that organization for a copy of the bylaws.

I think legal counsel would also likely be advisable.

I have contacted the Secretary of State and was able to obtain the charter, but was notified that there were no bylaws on file. The Secretary of the organization stated that they filed it amongst other company records at their place of residence.

Thank you for your help. I understand that this is a messy, weighty situation, and I appreciate your patience as I explain this. 

[Guest Janet Foster]

On 4/29/2024 at 1:29 PM, Richard Brown said:

"Filed away" where and by whom?

Filed away by the Secretary alongside other organization records at their place of residence. 

[Josh Martin]

On 4/29/2024 at 3:05 PM, Guest Janet Foster said:

There are additional people (non-board members) who are voting on motions who should not be able to according to RONR, but we would like to obtain the bylaws to confirm if these votes are protected or if they should not be counted.

I have a difficult time imagining bylaws which would grant the right to vote to nonmembers, but I suppose anything's possible.

In the absence of evidence to the contrary, I would suggest the organization follow the ordinary rule that only members can vote.

You do say specifically "non-board members," so I would note that with respect to a board meeting, only board members could vote, but with respect to a shareholders meeting, all shareholders could vote (generally, in proportion to the number of shares they control). It's not clear from context what sort of meeting you are referring to.

On 4/29/2024 at 3:05 PM, Guest Janet Foster said:

I have contacted the Secretary of State and was able to obtain the charter, but was notified that there were no bylaws on file. The Secretary of the organization stated that they filed it amongst other company records at their place of residence.

Thank you. I apparently misunderstood what was meant by "filed."

[Richard Brown]

On 4/29/2024 at 2:45 PM, Guest Janet Foster said:

Yes, the organization is incorporated. I have contacted the Secretary of State and was able to obtain the charter, but was notified that there were no bylaws on file. Thank you for your help! 

It has been my experience that a state Secretary Of State can almost always provide you with a copy of a corporate charter (articles of incorporation), but having a copy of the bylaws is not customary in the states I am familiar with.