Beth Chase describes a board that didn’t know whether the bylaws they were looking at were current. A major decision was put on hold while they made sure they were looking at the correct set.
Check out Don’t Let This Happen To Your Board.
She has a couple of suggestions to keep out of this jam.
One idea is that someone, probably the corporate secretary, should have a copy of the most current bylaws at each meeting.
That might be something that several board members should tuck in the back of the book they bring to every meeting, along with the last few minutes, budgets, and any other documents that are consulted occasionally.
I would also suggest several people on the board should have a good working knowledge of the bylaws.