Can you repeal a constitution?
February 6, 2014 6:05 AM   Subscribe

I'm working for a subsidiary organization that has an outdated constitution and by-laws. The structure is so different from the current model constitution of the parent organization that it would seem easier to just strike the original one and replace it, rather than amending specific articles. My question is, given that there is no direction in the constitution itself about a complete overhaul (only how to amend it), can you repeal an entire constitution? Is "repeal" even the right term?
posted by ccalgreen to Law & Government (5 answers total)
This is not legal advice and I am not your lawyer--talk to your corporate counsel.

In the real world, you adopt the "Amended and Restated Constitution" etc. The "restatement" is, in effect, an entirely new document. You don't have to amend Article 1, then Article 2, then Article 3. Just start with what you want and have the new document approved by your board, etc.

Again, talk to your attorney about the requirements under the law that governs your entity, and I am not your lawyer.
posted by Admiral Haddock at 6:12 AM on February 6, 2014 [1 favorite]

Yeah, certainly consult legal counsel, but I think it would be something like "A Motion To Amend The Constitution of MetaFilter by replacing it in its entirety with the text found in Attachment A to this week's Agenda, entitled Constitution of MetaFilter."
posted by Rock Steady at 6:18 AM on February 6, 2014

given that there is no direction in the constitution itself about a complete overhaul (only how to amend it)

There's no obvious reason that couldn't be used for a "complete overhaul". Amendments don't have to take the form of glorified copy-editing. You can remove articles entirely and add entirely new ones. Unless there's something in the amendment procedure itself which disallows it, there's no obvious reason your "amendment" couldn't strike the entire document and substitute a different one.

Definitely something you're going to need to take up with your attorney--amending corporate bylaws is always tricky business--but I don't think what you're proposing is as complicated as you think it is.
posted by valkyryn at 6:46 AM on February 6, 2014

Yup, this is something for your organization's counsel to advise you about. That's what they're for.
posted by dfriedman at 7:11 AM on February 6, 2014

posted by ccalgreen at 9:38 AM on February 10, 2014

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