Adopted bylaw omited from organizational bylaws

[Dominator]

About 5 years ago, a bylaw was adopted to give the secretary a separate $100 a year salary for expenses. The secretary already gets 20,000 a year salary.

After the convention, that newly adopted bylaw was never printed in the official bylaws, and to this day is still not printed.

It was recently caught and the secretary is wanting the extra $100 a year.

All of the bylaws since then have not included it in the printed copies. Nobody has contested it not being printed into the bylaws.

Since the initial adoption, there has been 4 adoptions of bylaws, all of which didn't include any mention of this $100.

Which is the right way to judge this case?

1) Since the $100 was adopted, give it as the adoption states or,

2) Since there has been sets of bylaws adopted and printed without this $100 included, the bylaws stand as they are or,

3) some other solution

Either way, somebody dropped the ball, be it because it was never correctly printed, or since a new set of bylaws was adopted without the $100 mentioned.

What to do?

[Kim Goldsworthy]

After the convention, that newly adopted bylaw was never printed in the official bylaws, and to this day is still not printed.

All of the bylaws since then have not included it in the printed copies. Nobody has contested it not being printed into the bylaws.

Since the initial adoption, there has been 4 adoptions of bylaws, all of which didn't include any mention of this $100.

Which is the right way to judge this case?

1) Since the $100 was adopted, give it as the adoption states or,

2) Since there has been sets of bylaws adopted and printed without this $100 included, the bylaws stand as they are or,

3) some other solution

What to do?

If the adopted bylaw was not put into a hard copy due to an error, then correct the error - reprint a hard copy incorporating the missing bylaw.

Don't be surprised if many (a majority?) don't see the omission as an error.

[Chris Harrison]

If the adopted bylaw was not put into a hard copy due to an error, then correct the error - reprint a hard copy incorporating the missing bylaw.

Don't be surprised if many (a majority?) don't see the omission as an error.

Also, the real bylaws are located in the minutes from the meetings they were adopted (putting them in a printed copy is just putting everything in one document rather than over multiple minutes where individual amendments were adopted). So if the Secretary can find the minutes where this amendment was adopted (and the Secretary is in the best position to find them) the assembly owes the Secretary(s) $500 for the five years it hasn't been paid.

[Robert B Fish]

About 5 years ago, a bylaw was adopted to give the secretary a separate $100 a year salary for expenses. The secretary already gets 20,000 a year salary.

...

Since the initial adoption, there has been 4 adoptions of bylaws, all of which didn't include any mention of this $100.

There are two ways of amending your bylaws. One is the general process of amendment where you take something out and/or add something else. As noted before, failing to properly post an adopted change to your bylaws does not change the fact that the change was made and remains in effect.

The second way is called a revision, whereby a totally new set of bylaws replace the old set.

You said there were 4 "adoptions" of the bylaws since the "misplaced" amendment. If any of the 4 were revisions and if that revision did not include the $100, then it should be judged to have been removed.

EXACTLY what happened?

-Bob

[Dominator]

Bob - 5 years back, a resolution passed to amend the bylaws to include a separate $100 salary to the secretary. This specific amendment was not reflected in the bylaws since then - for a newcomer to look at the bylaws, it would appear non-existant.

The problem here is not everyone knew of this $100 salary being in existance, with that, there was no way to amend or remove it - it existed because of the passed amendment, but also didn't "exist" because it wasn't in the printed set of bylaws.

Every annual meeting, we have the opportunity to change the bylaws through amendments. After all desired changes have been made, the bylaws are considered adopted and "supersede all others which are hereby repealed"

The following 4 years, this "$100 salary" amendment was not printed in the bylaws. The "supersede and repeal" clause has been in the closing in every set of bylaws.

I understand that a bylaw takes effect once it is adopted, however, since the printed bylaws did not have this bylaw written within it, and we have a "repeal" clause, should we or should we not recognize this "$100 salary" bylaw as valid since it wasn't written in the adopted bylaws in each consecutive year?

If you need more details, please ask. I think I covered it though.

[Tim Wynn]

Bob - 5 years back, a resolution passed to amend the bylaws to include a separate $100 salary to the secretary. This specific amendment was not reflected in the bylaws since then - for a newcomer to look at the bylaws, it would appear non-existant.

The problem here is not everyone knew of this $100 salary being in existance, with that, there was no way to amend or remove it - it existed because of the passed amendment, but also didn't "exist" because it wasn't in the printed set of bylaws.

Every annual meeting, we have the opportunity to change the bylaws through amendments. After all desired changes have been made, the bylaws are considered adopted and "supersede all others which are hereby repealed"

The following 4 years, this "$100 salary" amendment was not printed in the bylaws. The "supersede and repeal" clause has been in the closing in every set of bylaws.

I understand that a bylaw takes effect once it is adopted, however, since the printed bylaws did not have this bylaw written within it, and we have a "repeal" clause, should we or should we not recognize this "$100 salary" bylaw as valid since it wasn't written in the adopted bylaws in each consecutive year?

If you need more details, please ask. I think I covered it though.

Your bylaws are found in your minutes. If the bylaw amendment was adopted and has not been removed by a further amendment, it is part of your bylaws, and any copy of the bylaws that is made should reflect that.

[hmtcastle]

it existed because of the passed amendment, but also didn't "exist" because it wasn't in the printed set of bylaws.

It existed.

Don't confuse the map with the territory.

[Dominator]

It existed.

Don't confuse the map with the territory.

...uh huh

As I wrote, "I understand that a bylaw takes effect once it is adopted..." I would say it should be held up for at least that 1 year that it was adopted, past that, I'm not sure. Nobody has brought it up since then. There wasn't an appeal on adopting a set of bylaws that didn't include this clause.

The next adoption of bylaws superseded all others which were then appealed by said adoption. Since that "$100 salary" was not written within the next adoption of the bylaws, is it safe to say that this "$100 salary" just ghosted its way through the years without risk of appeal or removal because it wasn't printed into the bylaws?

If this is the case, then, in my opinion, it would force the board to research all previous bylaw amending sessions from the beginning of the organization to find any more ghosts. Though I think that would be fair, it would also be costly.

Thank you for your input though. I appreciate it.

[Dominator]

Your bylaws are found in your minutes. If the bylaw amendment was adopted and has not been removed by a further amendment, it is part of your bylaws, and any copy of the bylaws that is made should reflect that.

So the "supersede and repeal" thing really doesn't hold any effect over the matter? At each convention, they pass around the previous years adopted bylaws. I think my confusion stems from this.

Since amendments were made to this printed set as though they were accurate, if adopted, would they also become the agreed set of bylaws and repeal the previous years set?

Thanks for your response.

[Gary Novosielski]

So the "supersede and repeal" thing really doesn't hold any effect over the matter? At each convention, they pass around the previous years adopted bylaws. I think my confusion stems from this.

Since amendments were made to this printed set as though they were accurate, if adopted, would they also become the agreed set of bylaws and repeal the previous years set?

Thanks for your response.

Does the "supersede and repeal" language occur in the actual motion adopted, and in the minutes? Or is it an informational notation included on the printed copies of the bylaws?

Do the minutes record the new version of the bylaws in its entirety, as a complete revision (substitute) for the old bylaws, or do they contain only the amendments adopted, which are then woven into the printed version to arrive at the new document? If the latter, then the true and correct version could be reconstructed from the minutes.

[Dominator]

Does the "supersede and repeal" language occur in the actual motion adopted, and in the minutes? Or is it an informational notation included on the printed copies of the bylaws?

Do the minutes record the new version of the bylaws in its entirety, as a complete revision (substitute) for the old bylaws, or do they contain only the amendments adopted, which are then woven into the printed version to arrive at the new document? If the latter, then the true and correct version could be reconstructed from the minutes.

The "supersede and repeal" language in previous years was within its own article and section. This year and last year however, it looks to be an informational notation, but then again, it's following the "amendment of bylaws" article which now has no sections in it. When it was in a section, it is printed with the same language as it does now without a section.

The minutes contains only the amendments adopted, however, when we are changing them, we use the copy of the bylaws passed around for reference. For example, if I wanted to change line 53, we'd have the bylaw to look at in our chair, as well as the same page being on an overhead projector. It's as though everyone accepts this printed set as though they were adopted papers.

[hmtcastle]

If this is the case, then, in my opinion, it would force the board to research all previous bylaw amending sessions from the beginning of the organization to find any more ghosts. Though I think that would be fair, it would also be costly.

Compare that with the cost of continuing to follow an inaccurate copy of the bylaws. And the board doesn't have to do it; that's what committees are for. It might also be a good opportunity to pare down the bylaws after years of added bloat.

[Guest gerry]

If I were a member of this society, I would wonder how good a job the Secretary is doing (and whether he/she deserves the extra $100) when not a good job had been done keeping the bylaws consistent with the minutes of meetings. Isn't that his/her job?

I think this may also demonstrate the advantage of doing a complete revision, such that the text adopted in the revision is a current and complete text of the bylaws.

[hmtcastle]

If I were a member of this society, I would wonder how good a job the Secretary is doing (and whether he/she deserves the extra $100) when not a good job had been done keeping the bylaws consistent with the minutes of meetings. Isn't that his/her job?

Not necessarily. The bylaws are in the minutes. Everything else is a copy. Whether it's the secretary's job to maintain that copy is up to the organization (though it certainly seems like an appropriate task for the secretary).

[Dominator]

H. Wm. Mountcastle - I agree with your point (or my interpretation of your point) that the cost of following a inaccurate set of bylaws could really hurt an organization, possibly more than just the cost of researching something that should have already been done. A "Don't let the garbage pile up, it will soon begin to stink." mentality.

Another alternative to all of the research is to present the bylaws as currently written though they are a revision to the bylaws. Explain the situation of "either we do this, canceling out all previous amendments etc., or we spend the time and money researching". That way, we'd be adopting what we already have, and there wouldn't be any more surprises. If the assembly wasn't ok with that solution, then research is also a positive option. Who knows, we may find some real gems in the history that have been overlooked for years. Either way, this doesn't need swept under the rug.

The maintained copy isn't directly stated as the Secretary's job within our organization (that I'm aware of at least). With that, I feel it's the entire memberships fault that is has come to this. Any member could have said "Hey! Were missing something here" and that would have been that. Things happen though, it's been caught, now we need a solution.

Again, I do appreciate each of your points of advice/feedback on my organizations situation.

[Gary c Tesser]

So, Dominator, you got it now?

The answer depends completely on the answers to what Mr Fish and Mr Novosielski said, and asked. And only your organization can determine that.

In Post #9, Dominator asks, "So the "supersede and repeal" thing really doesn't hold any effect over the matter?" Well, Dominator, we can't tell you. Is it part of the bylaws, or not? So it now looks like a marginal notation? You must find out: this is probably the critical question, and we here on the Internet, hundreds of miles (~1.6 km, for the post-19th-Century generation) away, have no way of telling. If the facts ultimately can not be definitively determined, see p. 570. (Ye cats, it's citation time in Robertville!)

And note the entirety of what Tim Wynn said. Specifically, don't disregard "If the bylaw amendment was adopted **and has not been removed** by a further amendment" -- this is key, and you can not assume it one way or the other.

[Dominator]

I'll be bringing some of these points up to the next meeting. Hopefully, we'll sort it all out. I think I've got it though. Thanks again.

The "supersede and repeal" seems to be a "closing" type thing. It includes a date and the same format is in older constitutions under its own article and section. Maybe they could agree to escrow the cash until the next convention, take a vote, and decide then. That may not be allowed though. I'll have to research that too.