Does an Oregon nonprofit corporation need a bylaw amendment to officially and permanently adopt Robert's Rules of Order, or could it be done with a regular resolution?

1 Answer 1


If there is no law (or bylaw) about how they run their meetings then they run them however they choose

If they want to adopt a specific Parliamentary procedure then they can do that by custom and usage. Or by passing a resolution. Or by changing their by laws.

Notwithstanding, a resolution that meets the requirements of any applicable law is valid even if it was not done according to the internal rules. For example, in a company resolution is binding if:

  • the resolution is passed at a meeting which is properly convened and satisfied any quorum (minimum number of members are present) requirements
  • the resolution is put into the company's records within one month of the meeting being held, and
  • the minutes of the meeting where the resolution was passed must be signed by the chair of the meeting, or the chair of the following meeting.

This is true even if the company’s rules at the meeting were not followed.

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