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Who Can Sign Newly Adopted Bylaws if the Secretary has Resigned?


Guest Jan

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The Secretary was absent from a meeting at which revisions to the bylaws was adopted by the board members. The Secretary then resigned the following day, approximately 3 weeks before the end of her term. Our new fiscal year begins July 1st, at which time the newly elected Secretary will take office. Our Board President had resigned before the bylaws revisions were adopted, and the Vice President has assumed his duties until the end of the term (fiscal year). Maybe the Vice President should sign in the absence of both the Secretary and President, or can the bylaws wait for signature until the new Secretary takes office (approx 3 weeks)? Should the incoming Secretary even sign the newly revised bylaws seeing as they were adopted during the reign of the previous Secretary?

Thank you for your input.

~ Jan

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The Secretary was absent from a meeting at which revisions to the bylaws was adopted by the board members. The Secretary then resigned the following day, approximately 3 weeks before the end of her term. Our new fiscal year begins July 1st, at which time the newly elected Secretary will take office. Our Board President had resigned before the bylaws revisions were adopted, and the Vice President has assumed his duties until the end of the term (fiscal year). Maybe the Vice President should sign in the absence of both the Secretary and President, or can the bylaws wait for signature until the new Secretary takes office (approx 3 weeks)? Should the incoming Secretary even sign the newly revised bylaws seeing as they were adopted during the reign of the previous Secretary?

There is no requirement in RONR that revisions to the bylaws be signed, although the minutes of the meeting where the revisions were adopted are typically signed by the person who submits the minutes for approval (usually, but not always, the secretary), and initialed upon approval by the person serving as secretary at that meeting.

By the way, do your bylaws really give the board (as opposed to the general membership) the authority to amend your bylaws?

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Maybe the Vice President should sign in the absence of both the Secretary and President, or can the bylaws wait for signature until the new Secretary takes office (approx 3 weeks)?

Should the incoming Secretary even sign the newly revised bylaws seeing as they were adopted during the reign of the previous Secretary?

"Much Ado About Nothing" - Wm. Shakespeare

You are worrying about a non-issue. Bylaws do not have to be signed at all. No rule in Robert's Rules requires such a thing.

If you WANT to, sure, have someone sign the hard copy. Have the whole team sign the bylaws.

If you want to treat your bylaws like your minutes, then have any officer or officers (since you say you have no P and no Sec now who was present back then and who is still in office) who was present at the meeting where approval took place do the signing and dating.

If it will make you feel any better.

Q. Why are you signing your bylaws?

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There is no requirement in RONR that revisions to the bylaws be signed, although the minutes of the meeting where the revisions were adopted are typically signed by the person who submits the minutes for approval (usually, but not always, the secretary), and initialed upon approval by the person serving as secretary at that meeting.

By the way, do your bylaws really give the board (as opposed to the general membership) the authority to amend your bylaws?

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Guest Jack Simmerman

I'm not sure that really answered Mr. Mountcastle's question. Even in board-run organizations, the power to amend the Bylaws is usually reserved for the general membership.

Many not for profit organizations intentionally do not have "members" denoted in the Articles or Bylaws. In some "members" are defined but no record is kept of who is a "member". For example a local not for profit says "a member is anyone who has contributed time or money during the last five years" with the situation such that "members" may participate in an annual meeting with the quorum being those in attendance. The rationale for having no definition of a member is based on IRS questions on identification of members thus if have no members or not identified then no requirement for records.

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Many not for profit organizations intentionally do not have "members" denoted in the Articles or Bylaws.

Yes, this is why I said "usually." Certainly if there is no general membership, the board would have the power to amend the Bylaws.

In some "members" are defined but no record is kept of who is a "member".

It's true that many organizations have no reliable record of the individual members of the organization, but that does not necessarily affect the amount of authority granted to the board.

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