We have lost out by-laws and our annual meeting is coming up.  I know there must be rules outlined as to the term limits for directors and executive officers but we have nothing to prove so.  Last meeting a committee was created to work on the by-laws and report back at the next meeting which is the annual meeting.

Can the old by-laws be rescinded and the new by-laws which the committee has written be voted in.  I know it usually requires written notice to all the members but this is an emergency situation because it means some of the board members will not be given another term and will not allow some of the officers to run for office again...any advice?

btw...I cannot find anything under California Non-Profit code in regards to this situation if you have any info please let me know!

By laws are just that! they are not part of your constitution, that was registered alowing incorporation, therefore primarily you are not changing the articles, only the day to day rules of conducting your association, & can be possibly made & or resinded in commitee, unless otherwise stated in your constitution.

So get a copy of your constution & check how the association are to proceed with by laws!

Otherwise fall on the sword of 'good faith'.

As for terms concerning tenure of executives, would not this be spelled out in your constution anyway?

Thanks for the reply!  Our by-laws are the same as what you would consider our constitution.  Our Articles of Incorporation however are not, and those are filed with the Secretary of State.  I dont believe our Articles contain tenure of the executives because that is a matter for the by-laws to stipulate.  The Articles do refer to the by-laws for defining our corporation and all matter in which how our corporation is ran.  Since we cannot find them we will be adopting new by-laws that are in agreement to our Articles.

Thanks again

We are some what similar, except that Office bearers tenure is contained on the main body of the constituition, which has to agreed  to by the the Commission of Corpoated affais & a copy hed & available for public viewing at that office.

The Bylaws of the orginisation are agreed to by the members in a general meeting. These become an adenda to the minutes of the orginisation.

So if not against your constitution go for it, except it is normal here to give adaquate notice to all members of the agenda prior to the AGM!

Best of luck!