53:1 A mass meeting, as understood in parliamentary law, is a meeting of an unorganized group, which—in a publicized or selectively distributed notice known as the call of the meeting—has been announced:
• as called to take appropriate action on a particular problem or toward a particular purpose stated by the meeting’s sponsors, and
• as open to everyone interested in the stated problem or purpose (or to everyone within a specified sector of the population thus interested).
53:2 To the extent that persons in the invited category are clearly identifiable—as, for example, registered voters of a particular political party, or residents of a certain area—only such persons have the right to make motions, to speak, and to vote at the meeting, and none others need be admitted if the sponsors so choose. In any event, a mass meeting is convened—and those who attend are admitted—upon the implied understanding that the sponsors (who have engaged the hall and assumed the expenses of promoting the meeting) have the right to have the proceedings confined to the overall object they have announced; but that the entire assembly (which is made up of persons whose help the sponsors are seeking) has the right to determine the action to be taken in pursuit of the stated object. With respect to this limitation of the right of attendance—or, at least, of participation—to persons in general sympathy with the announced object of the meeting, a mass meeting differs from a “town meeting,” a public forum, a “lecture-and-discussion-period” type of meeting, or an open hearing held by an instrumentality of government.
53:3 Call of the Meeting. The call or announcement of a mass meeting should specify the date, hour, and place of the meeting, its purpose, and—where applicable—who is invited to attend. It may also carry an identification of the sponsorship. Depending on the funds available and the people to be reached, the call can be given the desired publicity or distribution by whatever means are expected to be most effective—announcements in the newspapers or by radio or television, a website, mailings, posters, handbills or flyers, or the like.
53:4 Preparation. While a mass meeting should be conducted so as to accord the assembly its proper role in determining the outcome as described above, at the same time, a certain amount of planning by the sponsors is advisable to avoid the risk of the meeting’s foundering.
53:5 Before the meeting, the sponsors should agree on the following:
• whom they prefer for its chairman;
• who shall call the meeting to order and nominate their choice of chairman;
• who shall be nominated for secretary and by whom;
• what rules—if any—shall be proposed for adoption; and
• who shall make the initial talk explaining the purpose of the meeting.
(See also the detailed discussion of these steps below.)
53:6 The person chosen as chairman should be competent as a presiding officer and in sympathy with the object of the meeting, and it is an advantage if he personally knows many of the people who may attend. Depending on conditions, it is sometimes good policy to have a set of resolutions drafted in advance to submit to the meeting. Provision should also be made for occupying the time of the gathering in the event that resolutions are referred to a committee—or a committee is assigned to draft them (see below).
53:7 The “Membership” of a Mass Meeting. At a mass meeting, the “membership” consists of all persons in the invited category who attend. If no qualification was placed in the call, anyone who attends is regarded as a member and has the same rights as members in other assemblies—to make motions, to speak in debate, and to vote. If the call specified only a particular category of persons as invited and if no attempt is made to screen the attendance at the door, anyone attending is presumed to be entitled to participate as a member, subject only to his subsequent identification to the contrary. If only those invited are admitted, anyone legitimately admitted has the rights of a member, and a person who is discovered to have entered fraudulently can be asked to leave.
53:8 Rules in a Mass Meeting. Mass meetings frequently operate with no formally adopted rules, upon the assumption that the meeting will proceed according to the common parliamentary law—or that any differences of opinion on procedural questions can be resolved by citing a recognized parliamentary manual as persuasive (see 1:5, 2:18–19). Depending on the probable character of the assembly, however, it may be wise to adopt a standard parliamentary authority, which can be done by a majority vote on the motion of a member—made, as prearranged by the sponsors, immediately after the election of the secretary (see below). Other rules are seldom necessary at a mass meeting unless it is desired to modify the general rules (43:8–13) as to the allowable length and number of speeches. If such a modification is desired, the assembly can adopt a standing rule covering the desired provisions at the same time as it adopts the parliamentary authority, or at a later time. In regard to the vote required for their adoption, amendment, rescission, or suspension, standing rules of a mass meeting (or a series of mass meetings) are similar to standing rules of a convention as described in 59:32–37.
53:9 In any event, without adoption at a mass meeting and regardless of what rules the meeting may adopt, the provisions of the call, specifying the meeting’s purpose and those invited to attend it, have a force equivalent to bylaws of an organized society; that is, they define the subject matter within which motions or resolutions are in order, and determine who have the right to participate as members (see also 53:7, 53:14–17). This effect is a consequence of the sponsors’ rights as explained in the first paragraph of this section.
53:10 Any person at a mass meeting who, after being advised, persists in an obvious attempt to divert the meeting to a different purpose from that for which it was called, or who otherwise tries to disrupt the proceedings, becomes subject to the disciplinary procedures described in 61.
53:11 Opening of the Meeting; Election of Officers. A chairman and a secretary are in general the only officers required by a mass meeting. Their election takes place immediately after the meeting is called to order, a convenient method of electing them being by voice vote. As explained in 46, the first person nominated is voted on first under this method. In the interest of electing competent persons, it is therefore advisable that a name chosen by the sponsors be placed in nomination first for each office. Additional nominations can be made from the floor and the assembly can elect anyone it wishes, but except under unusual circumstances it is likely to elect the apparent choices of the sponsors.
53:12 Although the person who calls the meeting to order can call for nominations for chairman, and another can nominate the sponsors’ choice, it is proper—and simpler—for one person to perform both functions (see Nominations by the Chair, 46:5). In the latter case, at the scheduled hour or shortly thereafter, this person steps to the chair and, after waiting or signaling for quiet, says, “The meeting will come to order. I nominate Mr. A for chairman of this meeting.” After any additional nominations from the floor, the chair puts the question on each name in succession, beginning with the one he placed in nomination himself, as described under Viva-Voce Election, 46:37–41.
53:13 When the chairman of the meeting has been elected, he takes the chair and may say a few words of acknowledgment if he wishes, after which he says, “Nominations are now in order for secretary of this meeting.” The person agreed upon to nominate the sponsors’ choice for secretary should promptly place that name in nomination; members can also make additional nominations. The secretary is elected viva voce in the same manner as the chairman. When the secretary has been elected, he takes his seat near the chairman and keeps a record of the proceedings. If additional officers are desired, they can be elected in the same way.
53:14 Explanation of the Meeting’s Purpose. When the elections are completed, the chair says, “The Secretary will now read the call of this meeting.” This reading of the call should include the names of the sponsors. The chair then recognizes the person who is to explain the purpose of the meeting more fully, or the chairman gives this presentation himself if he has been selected to do so.
53:15 Resolutions to Accomplish the Purpose. After the purpose of the meeting has been explained, it is in order for a member to offer a resolution, or a series of resolutions, to accomplish this purpose; or, if believed more suitable to the conditions, it can be moved that a committee be appointed to draft such resolution(s).
53:16 If the plan is for the resolution(s) to be offered immediately after the initial explanation, they can have been prepared in advance—with double-spaced reproduced copies for distribution to those in attendance—and a preselected member can now move their adoption. (For considerations to be observed in the drafting of resolutions, see The Framing of Main Motions, 10:9–25.) After another member has seconded the resolution(s), the chair states the question on them, they are open to debate and amendment, and the assembly proceeds to consider them, the entire procedure being as described in 4 and (for a series of resolutions) in 10:25.
53:17 In stating the question, the chair should make sure that those present understand the means by which the assembly can modify the proposals contained in the resolutions (see 10:29–30), and should provide such explanations as he believes necessary. With reference to the proposal of substitutes or other amendments—or alternative resolutions if those first introduced are rejected—any motion within the scope of the meeting’s purpose as announced in the call is in order; but any motion outside of or contrary to that purpose is not in order. For example, if the announced purpose of a mass meeting is to oppose the construction of a proposed airport in a particular location, any motion or resolution directed toward preventing the airport’s construction can be brought up at the meeting; but a motion whose effect would be to endorse the airport construction project is not in order.
53:18 The rules governing the assignment of the floor and debate, as given in 42 and 43, are generally applicable. In a mass meeting, however, there is no appeal from the chair’s decision in assigning the floor. The rule requiring the assembly’s permission to speak for longer than ten minutes at a time in debate on pending questions applies if the meeting has adopted no other rule.
53:19 Resolutions Drafted by a Committee Appointed at the Meeting. If resolutions have not been prepared in advance, a committee should be appointed at the meeting to draft them. Such a procedure is appropriate when it is believed advisable to obtain expressions of opinion from persons who attend the meeting, before attempting to frame resolutions. In a small mass meeting, the chair at his discretion can permit those present to make brief statements of this nature after the initial explanation of the meeting’s purpose and before the motion to appoint the committee is made. In that case, the chair should specify the time to be allowed each member—which is a matter entirely under the chair’s control unless the meeting has adopted a special rule, since the procedure is in effect a relaxation of the general parliamentary rule prohibiting speeches when no question is pending (see 4:7–8). In any event, the same kind of discussion can also take place in regular debate on the motion to appoint the committee, since it is relevant to the committee’s instructions to draft resolution(s) “expressing the sense of the meeting” on the specified subject, as explained below.
53:20 The person who is to make the motion to appoint the committee should be agreed upon by the sponsors in advance, as well as the matter of whether preliminary discussion is to be permitted before the motion is made. The motion may be made in a form such as the following:
MEMBER (obtaining the floor): I move that a committee of five be appointed by the chair to draft resolutions expressing the sense of this meeting on… [the subject for which the meeting was called]. (Second.)
This is a main motion, since it is made when no question is pending. It is debatable and amendable and can have any subsidiary motion applied to it.
53:21 In a mass meeting it is usually advisable to have all committees appointed by the chair—assuming that the chairman has been well chosen. If the assembly prefers a different method of appointment, however, the procedures that can be followed are as described in 50. When the committee has been appointed, it should immediately retire and prepare the resolution(s).
53:22 During the committee’s absence from the hall, the assembly can attend to any other business related to the object of the meeting; or it can occupy the time in listening to talks, in engaging in forums or seminar-type discussions, or in watching a relevant film; or it can recess (20).
53:23 If the assembly does not recess and the chair sees the committee return to the room, he asks, as soon as the pending business is disposed of (or as soon as the person giving a talk closes, etc.), “Is the committee that was appointed to draft resolutions prepared to report?”
53:24 When the committee chairman has answered affirmatively, the chair says, “If there is no objection, the meeting will now hear the committee’s report. [Pause.] The chair recognizes the chairman of the committee appointed to draft resolutions.” (See treatment of unanimous consent, 4:58–63.)
53:25 If the chair does not notice the committee’s return, the committee chairman, at the first opportunity, obtains the floor and says, “The committee appointed to draft resolutions is prepared to report.” Unless objection is then made, the chair directs the committee chairman to proceed. If anyone objects, the chair puts the question on the report’s being received (see second bulleted item in 51:28).
53:26 The committee chairman, addressing the presiding officer of the assembly, presents the report as follows:
COMMITTEE CHAIRMAN: Madam President, the committee appointed to draft resolutions recommends, and on behalf of the committee I move, the adoption of the following resolution(s)… [reading them].
53:27 On the presentation of this report, the committee is discharged automatically. The chair then states the question on the resolutions, and they are considered in the same way as summarized above for the case in which resolutions are offered by a member from the floor (see also 51).
53:28 In a mass meeting, unless a time for another meeting has already been set (by adopting a motion to Fix the Time to Which to Adjourn, 22, or by adopting temporary rules as described below), a motion to adjourn is not in order while business is pending (see 21:2, 21:3(3)).
53:29 When the business for which the mass meeting was called has apparently been completed and no question is pending, someone should move “to adjourn,” or the chair can call for such a motion. Unless a time has been set for another meeting, the adoption of this motion dissolves the assembly—so that, as explained in 21, it is a main motion and can be debated and amended just as any other main motion. An example of an amendment to a main motion “to adjourn” might be “to add the words ‘until eight o’clock Wednesday evening,’” which would thereby include in the motion a provision to set a time for another meeting.
53:30 In cases where it is desired to close the meeting before its business has been completed, the rules are as follows:
a) If the time for another meeting has already been set, the motion to adjourn is privileged, just as in a meeting of an ordinary permanent society, and is subject to the rules given in 21.
b) If no time has been set for another meeting and a question is pending, a motion to Fix the Time to Which to Adjourn (22) should first be moved and adopted, after which the privileged motion to Adjourn (21) is in order; the procedure is as shown in 22:17–20.
c) If no time has been set for another meeting and no question is pending, any member can move, for example, “to adjourn until eight o’clock Wednesday evening,” which is a main motion.
53:31 When a motion to adjourn a mass meeting has been adopted and no time is set for another meeting, the chair says, “The ayes have it and the meeting is adjourned.” This announcement in effect declares the assembly dissolved. If a time for an adjourned meeting has been set, on the other hand—either previously or by means of a provision included in the motion to adjourn—the chair announces the result by saying, “The ayes have it and this meeting is [or “stands”] adjourned until eight o’clock Wednesday evening.” Before declaring the adjournment, or even taking a vote on adjourning, the chair should make sure that all necessary announcements have been made.
53:32 If more than one mass meeting is necessary to achieve a certain objective, or if the group is working toward the formation of an organized society, a temporary organization to continue beyond a single mass meeting may become necessary. If so, the officers elected at the first meeting are designated chairman pro tem and secretary pro tem—although the words pro tem are not used in addressing these officers. If a permanent society is the aim of the group, the temporary officers serve until the election of permanent officers. If special rules were not adopted at the first meeting, a committee on rules can be appointed to recommend a few rules, providing for the hour and place for holding the meetings, the number and length of speeches allowed (if the general rules given in 43:8–13 are not satisfactory), and a work on parliamentary law to be used as parliamentary authority. If such rules specify periodic dates on which meetings are to be held, each meeting is a separate session (8) as in an ordinary society; but if the time of each succeeding meeting is set at the previous meeting or is “at the call of the chair,” the entire series of meetings constitutes a single session.
54:1 When it is desired to form a permanent society, the organizers proceed in much the same way as for a mass meeting, except that the meetings while the organization is being formed should usually be carefully limited to persons whose interest in the project is known. For this reason, it may be desirable to solicit attendance for these meetings by personal contact or by letter, rather than by public announcement.
54:2 The first meeting, at which the business portion should be kept brief, sometimes follows a luncheon or dinner. At these meetings for purposes of organization, the call to order can be delayed a few minutes beyond the scheduled time, if desired.
54:3 Election of Temporary Officers, and Introductory Talks. When the person designated for the purpose has called the meeting to order, he announces, “The first business is the election of a chairman.” As in a mass meeting, the one who calls the meeting to order can either nominate a chairman pro tem or immediately call for nominations from the floor, and the nominees are voted on by voice. After the chairman pro tem has taken the chair, a secretary is elected, also as in the case of a mass meeting (see 53:11–13).
54:4 The chair then calls on the member most interested in the formation of the society to provide background information, or he himself can make the talk. Others can also be asked to give their opinions on the subject, but the chair should not permit any one person to monopolize the meeting.
54:5 Adoption of a Resolution to Form a Society. After a reasonable time for such informal discussion, someone should offer a resolution proposing definite action. Those who planned the meeting should have prepared in advance a suitable resolution, which may be in a form essentially as follows:
54:6 Resolved, That it is the sense of this meeting that a society for… [the object of the proposed society] now be formed [or “shall now be formed”].
54:7 This resolution, when seconded, is stated by the chair, and is then open to debate and amendment. Such a resolution, it should be noted, is only a declaration of intention; its adoption does not bring the organization into being, which is accomplished by the adoption of bylaws and the signing of the membership roll by those who initially join the society, as described below. If the meeting is a large one, it is usually better that, except for a brief statement of purpose, the resolution be offered before the introductory talks mentioned above.
54:8 Further Business Relating to Organization. After the resolution to organize the society is adopted, the succeeding steps generally are:
1) Introduction and adoption of a motion that a committee of a specified number be appointed by the chair to draft bylaws1 for the society—and, where incorporation may be necessary, to consult an attorney as described below.
2) Introduction and adoption of a motion to fix the date, hour, and place of the next meeting (22), at which the report of the bylaws committee will be presented. If it is impractical to set a time and place for the next meeting, the motion can be that “when the meeting adjourns, it adjourn to meet at the call of the chair.”
3) Introduction and adoption of a motion authorizing the committee on bylaws to provide reproduced copies of the completed draft for distribution to all who attend the next meeting. In this connection, persons seeking to form a society should take into account the fact that expenses may be involved, whether or not an organization materializes. Initiation fees or dues cannot be collected or received in the name of the society until its organization, as described in this section, is completed. Expenses advanced can be reimbursed.
54:9 Other business before adjournment may include informal discussion of aims and structure of the proposed society—which may serve to guide the bylaws committee (see also below).
54:10 When the business of the first meeting is concluded and a motion to adjourn is adopted (see 53:28–31), the chair says either: (1) “The meeting stands [or “is”] adjourned to meet again at… [the date, hour, and place of next meeting]”; or (2) “The meeting is adjourned to meet again at the call of the chair.”
54:11 General principles for guidance in the drafting of bylaws are given in 56. The drafting committee may find it helpful to procure and study copies of the bylaws of other organizations similar to the one being formed, although the possible applicability of their provisions must be carefully evaluated in the light of expected conditions within the new society. The committee may also find it advisable to consult a professional parliamentarian.
54:12 If it is expected that the society will own real estate, become a beneficiary under wills, engage employees, or the like, it may need to be incorporated according to the laws of the state in which it is situated (see 2:5–7). In such a case, the bylaws committee should be authorized to have one or more of its members consult an attorney to secure information and advice regarding the legal requirements that must be taken into account in drawing up the society’s bylaws. If the society is to be incorporated, the same attorney should draft the charter or other instrument of incorporation, which the committee submits for approval at the second organizational meeting, before the bylaws are considered, unless there is some reason for delay (see below).
54:13 As indicated above, it is advisable to prepare double-spaced reproduced copies of the proposed bylaws—as drawn up by the committee—for distribution to each person entering the hall for the second organizational meeting. If desired, such copies can be sent in advance to everyone who attended the first meeting.
54:14 Reading and Approval of the Minutes. With the temporary officers elected at the first organizational meeting serving until the regular officers are elected, the first item of business at the second meeting is the reading and approval of the minutes of the first meeting, with corrections if necessary.
54:15 Consideration and Adoption of Proposed Bylaws. After the minutes are approved, the report of the bylaws committee normally is received. If there is a proposed corporate charter, that document is presented first. The assembly can amend the draft of the charter, but any resulting modification should be checked by the attorney, to whom the charter is returned after its adoption, for processing under the legal procedure for incorporation in the particular state.
54:16 If there is no proposed corporate charter, the bylaws committee chairman, when recognized for the purpose of presenting the report, begins somewhat as follows:
COMMITTEE CHAIRMAN: Mr. Chairman, the committee appointed to draw up proposed bylaws has agreed upon the following draft and has directed me to move its adoption. [Reads proposals in full—members following on their own copies—unless the first reading is dispensed with; then moves the adoption of the document, as follows:] Mr. Chairman, by direction of the committee, I move the adoption of the bylaws.
54:17 No second is necessary, since the motion is offered by a committee of more than one person. Since a complete set of bylaws is commonly considered by article or section (see 28), the chair states the question as follows:
CHAIR: The question is on the adoption of the bylaws as proposed by the committee. The committee chairman [or “the Secretary”] will now read the proposed bylaws, one article or section at a time. After each article or section is read, it will be open to debate and amendment. When amendment of one article or section is completed, the next one will be read and considered. No section or article will be adopted until all have been opened to amendment.
54:18 Each article or section is read separately, each provision being carefully explained by the chairman of the bylaws committee, as described above; and after the last one has been completed, the chair gives opportunity to insert additional paragraphs or sections and to correct any inconsistency or oversight that may have arisen during the process of amendment, as follows:
CHAIR: The entire set of bylaws is now open to amendment. Are there any further amendments?
54:19 If, at any point during the consideration of the bylaws, it develops that important additions or amendments are desirable but will require time or investigation to prepare, it is in order to move to recommit (13) the proposed bylaws, with instructions that the committee report at another meeting for which the time can be fixed. Or, further consideration of the bylaws can simply be postponed (14) to such a meeting. This third meeting in forming an organization, although in many cases unnecessary, in others often pays dividends in increased understanding and a larger membership. In any event, at the second or third meeting, when there are no further amendments, the question is put on adopting the bylaws:
CHAIR: The question is on the adoption of the bylaws as amended. Those in favor of adopting the bylaws, say aye.… Those opposed, say no.… [and so on, taking a voice vote in the regular manner].
54:20 In case of doubt, the chair calls for a rising vote and, if necessary, directs that a count be made; or a member can call for a division (29), and can move that the vote be counted, as described in 4:50–53. Unlike the case of amending or revising the bylaws of an organization already established (57), the adoption of the bylaws through which a society is brought into being requires only a majority vote. The bylaws take effect immediately upon their adoption. A negative vote on their adoption can be reconsidered, but not an affirmative one.
54:21 Recess to Enroll Members. After the adoption of the bylaws, only those who join the society are entitled to vote in further proceedings. At this point, therefore, the meeting recesses to enroll initial members. Immediate admission to membership is contingent upon signing a permanent record sheet provided in advance by the secretary pro tem—to be filed with the original papers of the organization. This signature constitutes agreement to abide by the bylaws, and is a commitment to prompt payment of the initiation fee (if there is one) and dues for the first year or other period prescribed by the bylaws. Persons thus signing become “charter members.”2 The secretary pro tem records and gives receipt for payments received from members until the treasurer is elected and takes office.
54:22 Reading of the Roll and Election of Permanent Officers. After the recess the chairman pro tem calls for the reading of the roll of members, and the secretary pro tem does so. The chair then says, “The next business in order is the nomination and election of the permanent officers as prescribed in the bylaws.”
54:23 The nomination and election processes are as described in 46, the election being by ballot if the bylaws so prescribe, which they usually should. The members for whom one can vote are not limited to nominees, since each member is free to vote for any member who is not made ineligible by the bylaws. After the election is completed, the chair declares the results. Unless a proviso attached to the bylaws (57:15–17) prescribes otherwise, the newly elected officers immediately replace the temporary ones.
54:24 Any Other Essential Business. When the offices have been filled and the new president has taken the chair, he should call for any business requiring immediate attention. In a new society it is generally important that the president have time to give careful thought to committee appointments after examining the list of members. It is therefore often advisable to provide for an adjourned meeting to complete the organization before the first regular meeting. The president may find it essential, however, to name the chairmen of certain committees, such as the membership or program committees, immediately.
54:25 When the business of the meeting has been completed, or when an adjourned meeting has been provided for, a motion to adjourn is in order. If it is adopted, the chair announces the result and declares the meeting adjourned.
54:26 Subsequent meetings of the society are conducted as described in 3 and 4. For additional information regarding the organization of a federation by a convention of delegates from prospective member societies, see 60.
55:1 Distinction Between Merger and Consolidation. In cases where two existing societies wish to combine, there are two possible procedures, which are legally distinct:
• In the case of a merger, one of the two organizations continues, while the other loses its independent identity and ceases to exist, since it is merged—that is, absorbed—into the former.
• In the case of a consolidation, two or more organizations each discontinue their independent existence, and a new entity is formed that includes the memberships of the consolidating organizations, continues their work, and assumes their assets and liabilities.
In either a merger or a consolidation, the resulting organization may be given a new name, which may include, for example, elements of the names of each of the combining organizations.
55:2 Cases Involving Incorporated Societies. If one or more of the organizations involved in a merger or a consolidation are incorporated, an attorney should be consulted to draw up the proper papers and advise as to all steps necessary to fulfill the legal requirements.
55:3 Cases Involving Unincorporated Societies. If none of the organizations involved in a merger or a consolidation is incorporated, the respective procedures are as follows:
• In the case of a merger, the organization that is giving up its independent identity should adopt a resolution substantially as follows: “Resolved, That the A Society be, and hereby is, merged into the B Society as of [date] or when such merger shall be accepted by the B Society.” For its adoption, such a resolution requires the same notice and vote as for amending the bylaws (see 56:50–56). This resolution should be joined with, or its adoption should be followed by the adoption of, resolutions transferring all of the assets and liabilities to the organization into which it is merging, and providing for whatever other administrative details will be required in the mechanics of transition. The society into which the first organization is being merged should adopt a resolution accepting the merger, and this motion similarly requires the same notice and vote as to amend the accepting organization’s bylaws, because it so greatly alters the per-capita interest of each member. Often, resolutions authorizing and approving mergers contain stipulations and qualifications, sometimes even to the extent of naming the officers who will serve during the first year after the merger. Usually these resolutions are the work of a joint committee of the two organizations and form a part of its recommendations.
• In the case of a consolidation, the two or more consolidating organizations adopt resolutions authorizing the consolidation, similar to the resolutions described in the preceding item relating to merger. Often—but not necessarily—these meetings are held simultaneously in the same building. As in the case of a merger, the resolutions containing details relating to the mechanics of transition are usually drafted by a joint committee. After the consolidating organizations have each adopted resolutions which are substantially identical and which provide for consolidation as of a stated date, a joint meeting of the members of the consolidating groups is held for the purpose of organizing the new society that is to emerge. In contrast to the case of a merger, a new set of bylaws must be drawn up and adopted. The procedure is similar to that for the original establishment of a society as described in 54, except that the necessary resolutions and motions normally are worded so that the date on which the new organization is established, its bylaws take effect, and its officers assume office coincides with the date on which the consolidating groups discontinue separate existence.
55:4 It may sometimes happen over a period of time that the needs which led to the formation of a society have largely disappeared, and the organization may wish formally to disband or dissolve.
55:5 Dissolution of an Incorporated Society. If a society is incorporated, the laws of the state in which it is incorporated provide in some detail the legal requirements for the dissolution of the corporation. An attorney should be consulted to draw up the necessary papers and advise the society as to the procedure to be followed.
55:6 Dissolution of an Unincorporated Society. In the case of an unincorporated society, a resolution should be prepared, such as: “Resolved, That the X Society be dissolved as of March 31, 20__.” This resolution may be preceded by a preamble setting forth the reasons for the dissolution. It is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them (see 56:50–56). The required notice must be sent to all members of record.
55:7 Such a resolution can be coupled with other resolutions stating the manner in which the society’s assets shall be disposed of and attending to other administrative details—or these can be adopted separately. In certain tax-exempt organizations of a charitable or educational character, federal and state tax laws must be adhered to in the disposal of the organization’s assets. Often such assets are distributed to societies with similar objectives, or to a superior body.
1. Called the constitution or constitution and bylaws in some organizations (see 2:8–13). For factors affecting the appropriate size of this committee, see 56:4.
2. Sometimes, in forming a society, all who join before a specified date after the actual establishment of the organization are included in the roll of charter members.