Guest Joni Posted September 8, 2010 at 12:01 AM Report Share Posted September 8, 2010 at 12:01 AM Do bylaws supersede an institution's articles of constitution? For instance, the articles of constitution (filed with the state) state that two-third of the board of directors needs to vote to change anything in the articles of constitution, but the bylaws stipulate that only a simple majority of the entire board needs to vote to change the bylaws. It would appear since the change in question is changing the name of the institution and both the articles of constitution and the bylaws clearly state what the name of the institution shall be, I would like to know if one supersedes the other. Link to comment Share on other sites More sharing options...
Matt Schafer Posted September 8, 2010 at 12:13 AM Report Share Posted September 8, 2010 at 12:13 AM They both apply. If you amend the bylaws to change the name, then a majority of the board (and any other requirements stipulated in the bylaws for their own amendment) is necessary. If you amend the articles of constitution to change the name, then a 2/3 vote of the board is required, along with any other requirements listed in the articles for their amendment.If you have two separate motions to amend both documents, then the voting threshold applicable to each document will apply. If you have a single motion to amend both documents, then it seems that a 2/3 vote of the board is necessary, since that is the higher threshold.But be sure to check both the bylaws and articles for any other requirements to amend, such as previous notice of the changes. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted September 8, 2010 at 12:46 AM Report Share Posted September 8, 2010 at 12:46 AM Do bylaws supersede an institution's articles of constitution?No.I would like to know if one supersedes the other.Yes.By definition, one's constitution always is superior to one's bylaws. Link to comment Share on other sites More sharing options...
Josh Martin Posted September 8, 2010 at 06:52 AM Report Share Posted September 8, 2010 at 06:52 AM By definition, one's constitution always is superior to one's bylaws.Well, in this case, these sound more like Articles of Incorporation, which would supersede both. Link to comment Share on other sites More sharing options...
hmtcastle Posted September 8, 2010 at 12:04 PM Report Share Posted September 8, 2010 at 12:04 PM They both apply. If you amend the bylaws to change the name, then a majority of the board (and any other requirements stipulated in the bylaws for their own amendment) is necessary.However it would be out of order to amend the bylaws so that they'd conflict with the constitution. So, yes, "they both apply", but one supersedes the other. And there should be no duplication of rules. Since the constitution defines the name of the organization, it need not be defined, again, in the bylaws. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.