Disaprroval of bylaws

[Guest Rick Weaver]

We have a national professional organization. Each State is an independent corporation. Each State's organization's conduct is governed by Bylaws. The ational organization also has Bylaws. Each State elects Delegates to the House of Delegates, which funnels information to and from the States to the national organization. From the members of the House are elected members of a Bylaws Committee. States submit changes to their Bylaws to the Committee for approval, then they're submitted to the Board of Directors of the national organization. This body approves or disapproves them. The national Bylaws state that State Bylaws may not conflict with the national organization's.

The question is, does the national organization, as a separate corporation, have any enforcement recourse if the State's Bylaws remain in violation? The national organization's lawyer has declined to make a judgement.

[George Mervosh]

How can they remain, or even be in violation if they're not approved by the National because they conflict?

[Kim Goldsworthy]

The question is, does the national organization, as a separate corporation, have any enforcement recourse if the State's Bylaws remain in violation? The national organization's lawyer has declined to make a judgment.

In general:

"Enforcement" is limited to "keeping affiliation vs. severing affiliation."

The superior organization cannot directly amend the bylaws of the inferior organization.

Either organization might choose to dis-affiliation, instead of compliance.

To quote the Declaration of Independence: "... t becomes necessary for one people to dissolve the political bands which have connected them with another, and to assume among the powers of the earth, the separate and equal station."

[Robert B Fish]

In some national organizations, enforcement power includes the power to reject proposed changes to the bylaws of subordinate organizations. Others maintain a legal claim to the real property of the subordinate units. Without some such power, the national organization does not have the pwoer to force change but could formally and strongly express its disapproval.

-Bob