Republishing Governing Documents Question

We did exactly what you are proposing. When we were done we explained on th ecover page that the changes were incorporated - but, this was no longer the 'official, legal' copy. Each page (the footer) is marked 'not an official copy.'

Keeps us out of trouble.

This is not what I mean, but is a start . . .

Sample Proposals

Example #1

Article and Title: Article III, Section 2 Officers

Currently Reads As: “The officers of this Association shall consist of a President, a First Vice President, a Second Vice President, a Third Vice President, a Secretary, and a Treasurer.”

Proposed Amendment: Delete “a Third Vice President”

Rationale: To reduce the number of Board officers.

Example #2

Article and Title: Article V, Section I Board of Directors

Currently Reads As: “The Board of Directors shall meet four times a year.”

Proposed Amendment: Change “four times a year” to “six times a year”

Rationale: Increase the number of meetings to facilitate Board decision making.

Example #3

Article and Title: Article V Board of Directors

Currently Reads As: N/A

Proposed Amendment: Add a new section to Article V, “The Board of Directors shall serve no more than three consecutive terms.”

Rationale: Require term limits for elected Board members.

Another WEB source says:

In writing a resolve for a Bylaws amendment, be sure to specify an Article number as well as the Section to be amended. Show the current language with changes indicated as follows: new language should be bolded, and language to be deleted should be lined through (strike through).

Tim,

Not sure if this is what you're looking for. I've have attached a link to an Association in California that "re-typed, easier to read version". It sounds like you just want to put the original and any amendments voted and approved by the membership into one easy to read copy.

http://www.solanoverde.org/documents.htm

Thank you all for your replies.

Susan, we aren't rehashing old versions, we have just updated and membership adopted new guidelines. This presents a need to republish our "owners manual" which includes all the governing documents. However since the last publication, there have been several amendments to the bylaws. As Richard described, our goal is to make an easy to read document, instead of having to read each amendment and reread sections to see what words were taken out and replaced with. Just an opportunity to make it easier for everyone to be on the same page (so to speak).

Dave - In reading VA State corporation Commission Web Site specifically VA guide for articles restatement and Guide for articles of amendment. Combine this with reading the Non-stock corporation act, a restatement actually replaces the original document and, as I read it, requires a vote by the membership.

Richard - I thank you for the link. However it doesn't exactly apply to my situation as the retyped version is exactly the same and I want to retype the document incorporating the changes that were already adopted by the membership but not listing those changes as an actual amendment (in the cases where the amendment only listed word changes in existing articles vs. creating a new article).

Peter - That is certainly a possibility, and would cover any legal issues. I would prefer not having to state "not an official copy" if I can. But it is an option I haven't thought of and I do thank you for it.

Mary - You hit the nail on the head as to what I'm trying to do, comply with VA law and keep the owners manual as a copy of the official documents but incorporating the amendments without the need to hold yet another meeting to have a vote of something that was already approved.

If others have more thoughts on the subject please share them and don't consider the topic closed.

Tim

I have seen bylaws with Addendum sheets of paper added at their end which lists all the motion-approved amendments, the date they were passed by the membership, and the re-wording of the bylaw, signed by the Sec.

I found it very confusing. But these were small groups with short bylaws.

You don't need to show changes or the history of the changes, you only need to show the bylaws as they are NOW, verified by the Sec. that it is the true, current bylaws.

No! the amendment replaces the old wording. they go into effect immediately.

Just combine all of the material, have it proofread several times and then have the board motion and pass it as a resolution to "correct and combine all previously worded amendments into one document, so as to result in one true version of the Bylaws." The bylaws need to be signed by the Secretary.

Roberts Rules speaks to this - when the secretary puts all the documents together and there may be article or section number changes, puncuation, etc. It is suggested that there be a resolution . .

"Resolved that . . .the secreatry be authorized to correct article and sections designation, puncuation, and cross-references and to make such other technical and conforming changes as amy be necessary to reflact the intent of the society in connection with . . . "

The main thing is to get this document into one solid piece.