Message Boards > Robt's Rules, ByLaws, Legal Forum > HELP! By-laws & Constitution. Do we need both???

TOPIC: HELP! By-laws & Constitution. Do we need both???





Post Reply
fb-msgview-right-b

Glad HSO Pres

Back for more
Posts: 12
graphgraph
User Offline

HELP! By-laws & Constitution. Do we need both???

8 Years, 3 Months ago

Page: 1


 
We are trying to revise our very old and ineffective by-laws. The problem is that we also have a constitution. After reviewing other catholic school by-laws in our area, they don't have a constitution. All their information is mentioned in their by-laws. We have all the same articles except they are split between our by-laws and constitution, some articles are even duplicated. That's just more to read! Can I rid the constitution and just revise it all in our by-laws?

Please help!
Enter code here   
Please note: although no board code and smiley buttons are shown, they are still usable.
fb-msgview-right-b

Critter

1K club
Posts: 1482
graphgraph
User Offline
RE: HELP! By-laws & Constitution. Do we need both???

8 Years, 3 Months ago


 
You only need one set of bylaws, so go ahead and combine the constitution and bylaws. I found this quote in a book I have about Robert's Rules by D. Patnode, "Some organizations insist on having two chief documents, the constitution and the bylaws; but such practice is obsolete, inconvenient, and potentially dangerous. There should only be one chief document, normally called bylaws."

That said, if you incorporate (encouraged), you will need to draft Articles of Incorporation which essentially declare your organization exists. The specific content is defined by your state in the application for incorporation (and by the IRS), but it most likely doesn't overlap with the detailed articles of your bylaws. In our case, we have AOI to fulfill our legal requirements, but operate according to our bylaws.
Enter code here   
Please note: although no board code and smiley buttons are shown, they are still usable.
fb-msgview-right-b

Glad HSO Pres

Back for more
Posts: 12
graphgraph
User Offline
RE: HELP! By-laws & Constitution. Do we need both???

8 Years, 3 Months ago


 
Thanks Critter!!

That really is helpful information and I'm at ease now moving on with my plan.

Thanks again!

gp
Enter code here   
Please note: although no board code and smiley buttons are shown, they are still usable.
fb-msgview-right-b

Phil Bernstein

PTO Power User
Posts: 255
graphgraph
User Offline
RE: HELP! By-laws & Constitution. Do we need both???

8 Years, 3 Months ago


 
We called our Articles of Incorporation (for IRS 501c3 purposes) a Charter, partly because the IRS documents specifically state that "by-laws by themselves may not pass the Organization Test" (paraphrase).

Our Charter is a high-level document that states in mostly broad-brush terms that we exist as a organization and how we are organized and operate. It takes a 2/3 majority to amend the Charter.

We have not generated a more detailed document that we would call by-laws, but the Charter implies we should, especially in that the Charter does not specify what Committees we have (just that there will be committees and describes how they operate). The idea is that the details could change (fundraisers come and go) so the by-laws could change easily (majority vote), but the controlling document (the Charter) stays constant.

I agree it is easier to keep it all in one document, but there may be valid reasons to keep an obsolete practice.
Enter code here   
Please note: although no board code and smiley buttons are shown, they are still usable.



Post Reply
Page: 1