ELECTED POSITIONS NOT IN BY-LAWS

[Guest GUEST CAREY]

OUR NON PROFIT BY-LAWS DO NOT INCLUDE POSITIONS THAT OTHERS CLAIM WERE VOTED ON AND ADDED SOME YEARS AGO. AS PRESIDENT OF THE BOARD I HAVE CHOSEN NOT TO RECOGNIZE POSITIONS UNTIL PROOF HAS BEEN SHOWN TO FULL BOARD THAT POSITIONS WERE ADDED. ALL OTHER POSITIONS ARE IN BY-LAWS. IS THIS A VALID STAND TO TAKE? ALSO ARE THESE POSITIONS LEGAL WITH PROOF OF THE VOTE OR DO THEY HAVE TO BE ADDED TO BY-LAWS BEFORE WE ELECT ANYBODY TO THEM?

[hmtcastle]

OUR NON PROFIT BY-LAWS DO NOT INCLUDE POSITIONS THAT OTHERS CLAIM WERE VOTED ON AND ADDED SOME YEARS AGO. AS PRESIDENT OF THE BOARD I HAVE CHOSEN NOT TO RECOGNIZE POSITIONS UNTIL PROOF HAS BEEN SHOWN TO FULL BOARD THAT POSITIONS WERE ADDED. ALL OTHER POSITIONS ARE IN BY-LAWS. IS THIS A VALID STAND TO TAKE? ALSO ARE THESE POSITIONS LEGAL WITH PROOF OF THE VOTE OR DO THEY HAVE TO BE ADDED TO BY-LAWS BEFORE WE ELECT ANYBODY TO THEM?

Check the minutes book. That's where you'll find the creation of any new offices (regardless of whether any particular copy of the bylaws has been updated or not).

And please avoid typing in ALL CAPS.

[Robert B Fish]

Many organizations fall into this problem. Amendments to the bylaws are properly considered and approved...then lost. People with outdated copies of the bylaws keep them and either there is no updated copy or it gets lost. Then, as new people arrive, they assume the old copies are the current ones.

Some good organizational discipline will help here. Maybe you should include your bylaws in your annual report or post them on-line.

Through not required by RONR, I suggest that you should include a certification something like: "Adopted/amended at a meeting of the (organization) held in (name of city) on (date) at which a quorum was present. Attest: (signature of secretary).

You could also attach a record fo the amendments to the bylaws giving the dates of the meetings at which the bylaws were amended.

On the other hand, maybe many organizations don't need any of this...but it can't hurt.

-Bob

[hmtcastle]

Amendments to the bylaws are properly considered and approved...then lost.

Isn't that what the minutes are for?

[Rob Elsman]

Isn't that what the minutes are for?

Yes. RONR (10th ed.), pp. 452, 453, item 6. Also, the secretary is charged with maintaining a record book containing the bylaws and any amendments thereto, p. 443, ll. 7-11.

[Kim Goldsworthy]

Our non profit by-laws do not include positions that others claim were voted on and added some years ago.

As president of the board I have chosen not to recognize positions until proof has been shown to full board that positions were added.

All other positions are in by-laws.

Q1. Is this a valid stand to take?

Q2. Are these positions legal with proof of the vote or do they have to be added to by-laws before we elect anybody to them?

A1. "Validity" depends on what you mean.

(a.) If the question implied is, "Must all positions be written into one's bylaws?" then the answer is "No."

There are countless instances where "a committee of one" is sufficient, or where the position may be created without any bylaw necessity.

For example the position of "Parliamentarian" or the position of "Sergeant-at-arms" can be created dynamically, without altering one's bylaws.

(b.) If the question implied is, "Must officer positions be written in to one's bylaws?" then the answer is "Yes."

A2. You ask two questions here.

• "Yes," the positions are legal with proof of vote, i.e., the minutes. But you don't even need minutes, i.e., you don't even need "proof." - The vote itself, regardless of supporting documentation, like minutes, is sufficient.

• "No," you don't need to re-type or re-publish the document known as "bylaws" to instantly and automatically enforce and obey the new bylaws. Sooner or later, surely, you must, if only to prevent confusion. But it is not a necessity in the parliamentary sense of "validity."