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Maine Alliance for Road Associations

How to amend the By-Laws of a Non-Profit Rd Association

  • 04 Aug 2014 8:50 AM
    Message # 3063139
    Deleted user

    Our By-Laws have as..... 

    Article X - Seal.  The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the State of Incorporation and the words "Corporate Seal."

    Then it says.....

    Article XI - Amendments.  These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the members at the annual meeting for the membership called for such purpose by two-thirds (2/3) vote of a quorum of the members present.

    If the Road Association wants to repeal the By-Law requiring a Seal, what do we do after the decision has been voted on? Does it have to be recorded, notarized...etc? Is there a process that is required for it to become effective?

  • 04 Aug 2014 9:52 AM
    Reply # 3063183 on 3063139
    Deleted user
    Carol Preston wrote:

    Our By-Laws have as..... 

    Article X - Seal.  The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the State of Incorporation and the words "Corporate Seal."

    Then it says.....

    Article XI - Amendments.  These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the members at the annual meeting for the membership called for such purpose by two-thirds (2/3) vote of a quorum of the members present.

    If the Road Association wants to repeal the By-Law requiring a Seal, what do we do after the decision has been voted on? Does it have to be recorded, notarized...etc? Is there a process that is required for it to become effective?


    If your by-laws are currently recorded, then it's probably a good idea to record the amended bylaws. If they are not, there's no reason to start now.

    Why do you want to repeal the seal article? For about $25 you can have a rubber stamp which fulfills the bylaw's requirement; that's probably easier than holding a vote, and certainly cheaper than recording a change, if necessary.

  • 04 Aug 2014 9:57 AM
    Reply # 3063184 on 3063139
    Deleted user

    And no, the change to the bylaws would not have to be notarized.

    The corporation's Secretary would record the motion and the vote as usual, and if the vote to amend is successful, the Secretary would record, in the corporation's records, the amended bylaws.  Ironically enough, this would traditionally be formalized by the application of the -- wait for it -- corporate seal.

  • 13 Aug 2014 8:15 AM
    Reply # 3072601 on 3063139

    I was not aware of needing a 'seal'.  Where is this in the law?  and how do we make/buy this seal?

  • 13 Aug 2014 10:33 AM
    Reply # 3072780 on 3063139
    Deleted user

    It's not in the law.  It is in his corporation's bylaws.

  • 05 Sep 2014 6:02 AM
    Reply # 3093252 on 3072780
    Deleted user
    Todd Tolhurst wrote:

    It's not in the law.  It is in his corporation's bylaws.

    But isn't the corporations By-Laws the same as being "the law?"

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