Legal status of bylaws

A recent discussion by the Board of my church has raised two questions. The church is located in the State of Washington. The issue involved is that our bylaws require that elders be elected and that they serve as heads of boards. The minimum required number then is 6. We elected only 4 at the last meeting. Now the board is attempting to resolve the problem. None of those elected are willing to serve on more than one board. The two issues are: How binding are the bylaws in this circumstance? What is the best course of action? The process in the bylaws allows the board to appoint people to fill vacancies, but no one is willing to serve. During the discussions, several voiced the opinion that the bylaws were not binding but were merely guidelines. One proposed solution was to chuck the requirements of the bylaws and appoint individuals who do not meet the requirements for elder to head the boards and act as non-voting members of the board. This was proposed as a permanent solution to the problem, not just a fix till we could either change the bylaw requirements or find a way to meet them. 1) Are the bylaws binding in the state of washington? 2) How do courts here view them? One sourc I have read indicated that bylaws are frequently viewed as a contract between the members and the organization. Is that the cas in this state? 3) What if we cannot meet them? Can the board (which is not directly given the power to do so) seek an alternative solution that falls outside the bylaws? In other words can we be flexible to meet the situation, or do we have to amend the bylaws first?

The bylaws are the rules of the corporation. The directors and officers could end up with liability for not following the bylaws. Your best course of action is to call an emergency meeting and amend the bylaws to meet your current needs. Following is the Washington law applicable to your situation:

RCW 24.03.070
Bylaws.
The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. The board may adopt emergency bylaws in the manner provided by RCW 23B.02.070.


RCW 23B.02.070
Emergency bylaws.
(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee, or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Thank you

I appreciate your response. I also understand your statement at the bottom of your post. I am trying to understand the ramifications of actions the board of my church is considering. If those actions are either wrong or pose potential risk to the church, I would like to educate them as to the consequences.

I still have have some uncertainty about whether it is downright wrong for the board to act outside of the bylaws, or is a good faitn attempt to meet the needs of the church an accepatble reason to act. Especially, if the need for changing the bylaws is recognized and the process is put into place to do so.

I read the RCW prior to posting this question. I did not understand the emergency provisions. It seemed that item 4 indicates that this is in effect only if there is a catastrophic emergency and a quorum of the board cannot be assembled to act. Would that apply to a case where an election does not supply a sufficient number of candidates? I took catastrophic to mean something like a fire that burned the church, earthquake, etc.

You are correct about the emergency provisions: they apply in the event of a catastrophe. I included them for the sake of completeness since the section that does apply referred to that section.

I can’t say for sure, but I believe that if your articles or bylaws do not provide for the vote of directors needed to amend the bylaws, then a majority of those present at a meeting with a quorum would be enough. If you have 4 directors, a quorum is 2. If they vote to amend the bylaws, they could do it.

If a director or officer violates a bylaw, and the organization or any of its members suffers a loss because of the violation, the director or officer could be personally liable for the loss.

Are there degrees of violation or is this where a violation is a violation. In other words, is there a place where good faith wopuld require us to react to needs?

My advice is to amend the bylaws and then act according to them. If you do not, there could be personal liability.