Guest Tam Posted June 1, 2010 at 02:20 AM Report Share Posted June 1, 2010 at 02:20 AM Having an Article of Incorporation along with Article of By-Laws, a member inadvertently uses terminology (one word)that may pose conflict with the Charter's object/purpose when describing and proposing a by-law change re members, which further was voted upon and approved. What is the proper procedure to address as per RONR? Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted June 1, 2010 at 02:34 AM Report Share Posted June 1, 2010 at 02:34 AM Having an Article of Incorporation along with Article of By-Laws, a member inadvertently uses terminology (one word)that may pose conflict with the Charter's object/purpose when describing and proposing a by-law change re members, which further was voted upon and approved. What is the proper procedure to address as per RONR?The solution to changing the wording of a motion (the proposed bylaw language) is to AMEND it.... which further was voted upon and approved.Sorry to hear that.You may have to (actually, you will have to) invoke the full amendment process to execute the amendment properly and officially. Even for a single word.Gosh! If it were spelling only, I'd advise the sneaky-back door method. But we don't talk about such things here, of course. Link to comment Share on other sites More sharing options...
alanh49 Posted June 1, 2010 at 03:55 AM Report Share Posted June 1, 2010 at 03:55 AM The solution to changing the wording of a motion (the proposed bylaw language) is to AMEND it.Sorry to hear that.You may have to (actually, you will have to) invoke the full amendment process to execute the amendment properly and officially. Even for a single word.Gosh! If it were spelling only, I'd advise the sneaky-back door method. But we don't talk about such things here, of course. Or the chair, subject to an appeal, could just declare the bylaw amendment null and void on the grounds that it conflicts with the Articles of incorporation.On the other hand if the bylaw amendment can be interpreted in a way that does not conflict with the articles of incorporation that interpretation should be accepted as the correct one. Link to comment Share on other sites More sharing options...
Trina Posted June 1, 2010 at 08:38 AM Report Share Posted June 1, 2010 at 08:38 AM Or the chair, subject to an appeal, could just declare the bylaw amendment null and void on the grounds that it conflicts with the Articles of incorporation....Is the language of p. 244(a), which mentions a motion in conflict 'with the bylaws (or constitution) of the organization or assembly', extended as a matter of course to a conflict with the 'articles of incorporation' or 'charter' (the two terms used in the original post)? Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 1, 2010 at 11:14 AM Report Share Posted June 1, 2010 at 11:14 AM Is the language of p. 244(a), which mentions a motion in conflict 'with the bylaws (or constitution) of the organization or assembly', extended as a matter of course to a conflict with the 'articles of incorporation' or 'charter' (the two terms used in the original post)?Well, suffice it to say that nothing in a corporation's charter (or articles of incorporation) may be suspended unless the charter so provides (p. 11, l. 18-22). As a consequence, any main motion that has been adopted which conflicts with the corporation's charter would be null and void. Link to comment Share on other sites More sharing options...
Trina Posted June 3, 2010 at 01:54 PM Report Share Posted June 3, 2010 at 01:54 PM Well, suffice it to say that nothing in a corporation's charter (or articles of incorporation) may be suspended unless the charter so provides (p. 11, l. 18-22). As a consequence, any main motion that has been adopted which conflicts with the corporation's charter would be null and void.Thanks for the page reference. I'm reminded, again, to take a closer look at the introductory chapters . Link to comment Share on other sites More sharing options...
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