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Bylaws


Guest Kellie

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We are starting a new organization and a skeletal set of bylaws was adopted at the very first meeting. It was determined that the bylaws needed to be profoundly amended. Is there any way to rescind the original bylaws and replace them with a new set of bylaws?

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We are starting a new organization and a skeletal set of bylaws was adopted at the very first meeting. It was determined that the bylaws needed to be profoundly amended. Is there any way to rescind the original bylaws and replace them with a new set of bylaws?

Rescinding the original Bylaws, while possible, would dissolve the organization, which I doubt is your intent. (RONR, 10th ed., pg. 547, lines 9-15) The organization may, however, consider and adopt a revision of the Bylaws, which is effectively a new set of Bylaws. This would follow the amendment requirements laid out in the current Bylaws. (RONR, 10th ed., pg. 575, lines 1-16)

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Is there any way to rescind the original bylaws and replace them with a new set of bylaws?

Yes.

See "revision" in RONR. - You would be replacing 100% of the text of your current set of bylaws with an instant, automatic swap to the new set of bylaws.

You follow the amendment process of your existing set of bylaws.

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Is it required that Bylaw revisions go through legal review and be presented to the board by a lawyer? We are changing the number of board members from 5 to 15. In addition we wish to change the officer terms from i year to 2 at alternating years for certain positions.

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Is it required that Bylaw revisions go through legal review and be presented to the board by a lawyer? We are changing the number of board members from 5 to 15. In addition we wish to change the officer terms from i year to 2 at alternating years for certain positions.

It is not required that Bylaw revisions be reviewed by a lawyer, but it may be wise, especially if the association is incorporated, in order to ensure that the revisions are consistent with applicable law. There is also no requirement that a lawyer present the Bylaw revisions to the board.

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we wish to change the officer terms from i year to 2 at alternating years for certain positions.

Keep in mind that changes to the bylaws take effect immediately upon adoption and affect current officeholders . . . unless you include "provisos" to account for the transition. It's not something that necessarily requires a lawyer, but it does require attention to detail and an alertness for unintended consequences.

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