Constitution/Bylaws Conflict?

[Guest Researcher]

Our organization will be entering its 3rd year of operation under the governance of a board of directors. This past year the membership formally adopted a constitution and bylaws. We are now ready to conduct the first elections that will take place with the new governing documents in place. The proper procedures in adopting both the constitution and bylaws were followed.

Our bylaws state:

Section III- Term of Office and Vacancy

Officers shall serve as follows. The President shall serve a one (1) year term. The Vice-President shall be

“President Elect” and serve a two (2) year term. The first year he/she shall hold the office of Vice-

President, the second year he/she shall hold the office of President of the AWLCPA. The Treasurer shall

be elected to a two (2) year term. The Secretary shall serve a one (1) year term. Officers may be re-elected

consecutively by election of the AWLCPA membership. If an Officer is unable to complete their term, the

Board of Directors shall appoint an Interim replacement. Such Officer shall serve until the elected

Officers return or until the next election, whichever occurs first.

Our constitution states:

(1) The AWLCPA shall be governed by a Board of Directors made up of the following officers, all

members of the AWLCPA, and elected annually for one-year terms as provided in the bylaws:

(a.) President

(b.) Vice President

(c.) Secretary

(d.) Treasurer

(e.) members at large designated as “trustees”

The president who resigned this past year and who oversaw the adoption of both the constitution and the bylaws now contends that all officers/trustees will need to be elected or re-elected and that the bylaws do not apply. The board (including this person) at the time intended that the bylaws applied to upcoming elections. It's my understanding that the constitution contains the fundamental principles of an organization and determines the responsibilities and rights of its officers and members. The bylaws deal with the detailed procedures and working guidelines of the organization and determine the routine operations of the organization. I would therefore submit that the bylaws apply as they are meant to more specifically detail the elections.

I would greatly appreciate any insight as to how we might proceed. Thank you.

[hmtcastle]

How is it you functioned for two years without a constitution or bylaws and yet managed to have a board and a president?

In any case, you must follow all of your governing documents and, where there is any conflict, the constitution supersedes the bylaws. Note that RONR advises having only a single document to avoid the possibility of such conflicts. Further, the only justification for having separate documents is if the constitution is more difficult to amend than the bylaws. If the amendment process is the same for both, combine the documents.

[Kim Goldsworthy]

I would greatly appreciate any insight as to how we might proceed.

Step #1: Never duplicate languge into both documents.

Here, the problem is the "term of office" definition(s).

Define your term of office in one document, not both.

"... elected annually for

one-year terms

as provided in the bylaws ..." [per Constitution]

vs.

"... and serve a

two (2) year term

..." [per bylaws]

Q. How did you plan to reconcile that?

Q. Why didn't the drafters of the bylaws read the constitution? (Didn't they believe what it said?)

Q. Why did your voters approve both documents with such blatant contradictions? (Weren't they allowed to amend the document(s)?)

[Josh Martin]

The bylaws deal with the detailed procedures and working guidelines of the organization and determine the routine operations of the organization. I would therefore submit that the bylaws apply as they are meant to more specifically detail the elections.

Putting "more detailed procedures" in the Bylaws is fine, but those procedures cannot conflict with the Constitution. The Bylaws apply only to the extent that they do not conflict with the constitution.