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What should we do about unimplemented changes to bylaws?

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What should we do about unimplemented changes to bylaws?

As the new president of our nonprofit corporation, I discovered in going through old minutes of meetings of the board of directors some changes to our bylaws that were never included in copies used by the board. Some of these are now 5 years old. One, for example, provided that the president could not spend more than $500 without the approval of the board. How do we handle these items? Should our bylaws be updated to reflect all of the changes? Should the current board pass them again? How does this affect actions that have been taken that were in violation of some of the changes?

Assuming that everyone agrees that the changes you discovered were actually approved, and that the method of approval was in compliance with the bylaws at the time(s) of the changes, I would recommend that you immediately put together a full and complete current set of bylaws and distribute them to the board for use going forward. Unless there is a dispute about the accuracy of the new document, I don’t see a need to pass the changes again.
The usual way to cure procedural defects in prior actions, such as the president spending more than $500 without board approval, is to have the board ratify the actions taken improperly. This is sometimes accomplished by a general resolution ratifying all actions taken prior to the resolution. If you don’t have voting members, which I assume is the case since you imply that the board passed bylaw amendments on its own, the board would normally have the power to rectify the problems.
If you do have voting members and have not properly elected officers or directors pursuant to the revised bylaws, you may want to have compliant elections before making the ratification. Failure to hold elections is usually cured by provisions in your bylaws or state nonprofit corporation law that continue officers and directors in office until their successors are properly selected. But if elections have not been conducted according to the revised bylaws, you may have to cure those issues by a new election. You should take a look at all of the actions that might have been taken improperly and see if those currently sitting at the table have the power to put them right. 
It almost goes without saying — but I will say it anyway — that if you don’t like the rules that you have found, you ought to amend them as soon as possible so that going forward your internal governance works for you.
Tuesday, July 1, 2014


Actually, the first step should be to have a talk with the directors who ignored the procedures. Perhaps they didn't think anyone cared; or perhaps they weren't really aware of the procedures. I know they are supposed to be, but often people aren't. Working out an agreement with the directors and getting the other members involved to ratify or remove their choices seems the easiest path. As for ethical stands, if we take them all the time, we'll never do anything else.

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