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Which version of nonprofit Constitution controls?

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Which version of nonprofit Constitution controls?

We are a nonprofit organization with a Constitution and by-laws in place. In October 2016, the executive board revised the Constitution and the revisions were approved by the membership. The revised version never got posted on our official website, however. Can the executive board work from the most recent 2016 Constitution and utilize it as the governing document, even though it was not posted? 

Unless your governing documents contain what I would expect to be a very unusual provision, i.e. that revisions to the Constitution are not effective until posted on your organization’s website, I see no reason why the revisions adopted by the members would not be effective now, without regard to what you may – or may not – have published on the website.

Normally revisions are effective when enacted unless some later effective date is specified in the approval.  Without that type language in the approval and absent some general provision that things are not effective until published, I would think the board should operate under the rules that were approved by the members.  Obviously, the new version should be posed to avoid the question in the future, but things done in the past two years according to the revised version should be effective.

Monday, November 12, 2018

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