By law amendments

[Guest maryriverwoman]

I am wondering about bylaw changes. The board is currently revising and amending various portions of the bylaws. They recently made a change and voted via email for the change and then proceeded to move forward with what they wanted to do. The change was that board members nominate themselves for board positions, not membership nominate. Then they have proceeded with their slate of candidates, with not enough notice to membership. My question is: I thought when bylaw changes/ amendments have been made, that before they can be acted upon, they need to be filed with the state. Is this correct? Thanks

[Rob Elsman]

I am wondering about bylaw changes. The board is currently revising and amending various portions of the bylaws. They recently made a change and voted via email for the change and then proceeded to move forward with what they wanted to do. The change was that board members nominate themselves for board positions, not membership nominate. Then they have proceeded with their slate of candidates, with not enough notice to membership. My question is: I thought when bylaw changes/ amendments have been made, that before they can be acted upon, they need to be filed with the state. Is this correct? Thanks

You need to ask a lawyer who is familiar with corporation law in your state.

[hmtcastle]

I thought when bylaw changes/ amendments have been made, that before they can be acted upon, they need to be filed with the state. Is this correct?

Nothing in RONR requires filing bylaw amendments with the state. Nor does RONR give your board the authority to amend your bylaws. So check your bylaws about the latter and, as Mr. Elsman advised, check with an attorney about the former.