Lost Bylaws and Amendments - no minutes
Q1: Can an organization ever operate without bylaws if they "Lose" whatever version of bylaws was ever with an organization? i.e. is there a default set of bylaws? Or would they default to any previous version that would be confirms by an assembly by one or two statements from officers or members. Or would the organization have to re-start a forming a bylaws committee?
I received a disturbing email from a friend stating the Chairman of her organization has bylaws that are "no longer in effect" .
This phraseology would be not as alarming if the Chair would have simply attached the current bylaws version - intending that the old version was simply amended in year such and such and the current one prevails. But the chair did not offer one. which is suspicious but that is just me
Q2: Do bylaws ever "expire" at the end of an elected office term or is it "in effect" until organization is "dissolved" or "new bylaws are amended in the form of revision"
They have a meeting next month and their parent organization supplemental rules
Previously the friend had requested copies of the minutes of the organization for evidence of bylaw amendments but the minutes were "not found". As a voluntary organization, it is sometimes hard for members are told not to "rock the boat" to make officers responsible for their duties to fulfill record retention requirements. However, it may also be evidence of officers denying members of their rights.
As a result the question occurred to me is how to confirm the current validity of the bylaws? If not via minutes, would the most recent "recovered" version do or could the officers and or the membership of the organization bear witness to the current version if properly challenged . if there are no minutes to confirm bylaws were changed. Heaven's forbid we have to take it to court.
Q3: Would a meeting of members suffice to "re-instate" a set of bylaws - (with proper notice ) be adequate ?
I don't see anything in RONR Edition 11
My apologies, To finish the sentence above, the parent organization states that if no vote is taken to approve the bylaws biennially, then the previous bylaws remain 'in effect" without requiring that those bylaws be retained by the organization secretary, filed with the county clerk or the secretary of state. What is the best method(s) to retain governing documents these days like IRS Tax exemption and bylaws and minutes?
1. Put them on your website. You can limit who has access to the documents.
2. Have the secretary keep a file of these documents -- paper or electronically or both.
3. Rent a safe deposit box and put them there.
There are probably more way but these should get you thinking.
Thank you Larry
I recently met with a Homeowners Association member who asked me to review the bylaws from the developer. I made sure to note these specific documents as part of the secretary's duties for retention in addition to the IRS Exemption letters and tax returns
Thanks for your help