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JohnnyG

Our bylaws ARE our bylaws

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Robert's Rules: Interpreting Bylaws states: "Your bylaws belong to your group, and only your group can decide what they mean." http://www.dummies.com/how-to/content/roberts-rules-interpreting-bylaws.html

Keep this in mind while reading the rest of this post:

I think it is pretty clear that the folks that drafted our bylaws did not mean to make it impossible for us to transact business. I think we would all agree on that?

Keeping in mind that it is up to us to decide what our bylaws mean, the way I read the bylaw below is:  If a motion is properly made, the members present at a meeting may transact business. Therefore. the members present is a quorum.

(b) Regular Meetings. Regular meetings may be held at any time, whether or not a legal holiday, and may be called by the Club President, or shall be called by him or her as directed by the Board of Directors. The members may transact such business as may properly come before them.

If that is the way the BOD reads it then that is the way that it is.

Ann, please ask the lawyer if she agrees with this. If she does, I believe we can proceed by emailing/PMing the members notifying them of the planned bylaw changes.  Then email/PM them to inform them that that there will be an e-meeting/vote on certain dates.

Thoughts?

 

-G

 

 

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Well, John I don't completely agree.  If you read the entire paragraph that you linked to, it does paint a slightly different story...

Your bylaws belong to your group, and only your group can decide what they mean. Sure, a parliamentarian can help you understand the technical meaning of a phrase or a section here and there. But when you come across something ambiguous (meaning that there's more than one way to reasonably interpret something), then the question remains to be answered by your organization by a majority vote at a meeting. "

It is not up to "us" to DECIDE anything... it's up to "your organization by a majority vote at a meeting."

I know you are somehow attempting to "get around" what you feel is problematic with "majority votes" and "quorums" and such, but just because something is "problematic" doesn't mean we have to look for "loop holes" in order to continue to "conduct business."  We need to fix all this... not look for "ways out."... in my opinion. 

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Burl.... we also do not need to make problems where none exist. Was it or was it not our forefathers intent to allow us to transact business?

 

The statement in the bylaws is not ambiguous and it can not be taken to have multiple meanings. The president can call a meeting and the members at the meeting can transact business.

 

I totally agree that the bylaws need to be rewritten. But I believe that our bylaws give us the authority to hold a meeting and have a vote. If the majority of those voting vote yes, it is done. That is what our bylaws say. No need to confuse it.

 

-G

 

 

 

 

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JohnnyG - 2013-11-17 10:47 AM

 

Ann, please ask the lawyer if she agrees with this.

See... we do agree.

BTW: I am not saying that a quorum is not needed. I just do not read that a quorum is necessarily over 50% of the membership.

quorum n. the number of people required to be present before a meeting can conduct business. Unless stated differently in by-laws, articles, regulations, or other rules established by the organization, a quorum is usually a majority of members. A quorum for meetings of corporate boards of directors, homeowners' associations, clubs, and shareholders meetings are usually set in the bylaws. The quorum for meetings of governmental bodies such as commissions and boards are usually set by statute.

Robert's Rules for Defining a Quorum "According to Robert's Rules, a quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group. A quorum should consist of "as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad." In other words, at best, a quorum is just an educated guess."

Based on those definitions and our bylaws, that number is the number present.

-G

 

 

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I think we need legal advice here.  I've objectively considered both sides of the argument and, for the record, I agree with Burl.  But so what?  It's just my opinion.  I'm not the one who gets to decide how to interpret our bylaws or RRO or the laws.  What matters is what would hold up in court.  We need someone with the legal background and experience to guide us.   

I don't think we can make much progress here until we hear what the attorney has to say.  To that end, I'd like to get everyone's opinion about whether or not to wait until she responds to my last e-mail, or send another one right now, outlining in more detail our question about a quorum.  What do you think about sending her a copy of the issue raised in the point of order, which outlines the question quite clearly?

I hesitate to pile additional information on her before giving her a chance to get through what we've already sent, but on the other hand it might be very useful to her.  What do you think?

 

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I might suggest that you get with the folks that wrote our current bylaws and see what their intentions were.

 

-G

 

 

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May I suggest we take a break for the moment?  I am writing up a proposed letter to the attorney which I will post here for approval of the committee members before sending.  I will present both points of view in the letter and give you all an opportunity to offer editorial comments so that everyone feels I am fairly representing your ideas.

Just give me a few more minutes.  Tks 

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The fact is that some will agree with Burl and some with John and some may even agree with the purple guy down the street, and here lies the root of the issue, CLEARITY! So might I suggest that we instead of trying to pick this thing apart, we think about creating a description of our club and the things we are trying to do as a club and present that to Marla and perhaps we have her do a rewrite of our bylaws. Yes it will cost money but I am afraid that if we continue to send her this and that questions that in the long run it will cost much more. We could also rewrite the main issues such as a definition of a quorum and write in an means to amend our bylaws and turn that over to her for her ideas because as I see it those two questions answered correctly will allow us to fix everything.

 

Now I am not saying that this is the way anything should read but lets say that,

 

Quorum- The number of members that have logged on during the voting period and that decisions are made by a majority vote of those members that logged on during that period.

 

Amending Bylaws- Bylaws may be amended by the membership through a majority vote of the membership Logged on during the amendment meeting( Quorum) which will last a total of thirty days.

 

My point is we fix the two main issues and have Marla rewrite those points so that we are in compliance with who ever and what ever and then we once that is taken care of we take on the rest of the bylaws and write them so that we understand them clearly and then we either have Marla take a look or we just move forward with the understanding that now we are at the point we can fix anything because the other two points have been addressed.

 

Although I like the idea of having Marla rewrite our bylaws I don't like the idea that she has no idea who we are and what she might write (which we will pay for) may not end up being just what we want an we will have to change things any way. John used to say that we need the webmaster to be a club member and not a hired gun because he wouldn't understand just what the club needs. Well I think that applies here also, who knows better what we need than us?

 

 

 

 

 

 

 

 

 

 

 

 

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Ann, I am good with what you wrote until it got to this:

 

"As a practical matter, in the situation our club finds itself, the only way to absolutely determine the “presence” of a member at such a MEETING OF THE MEMBERS/MEMBERSHIP MEETING, is their casting of a vote. By casting a vote, a member indicates his/her “presence” at the meeting. As has been verified, 437 votes were cast in the presidential election. Hence, 437 members were “present” at the MEETING OF THE MEMBERS/MEMBERSHIP MEETING. On November 1, 2013, the date voting began; the VMC had 3,456 current and active full (voting) members. One-third [the Delaware suggested/mandated? QUORUM in order to “conduct business,” (in this case, the election of officers) ] of that number would have been 1,152 members. The number of members present and casting votes, 437, falls dismally short of that number. Therefore, I raise the POINT OF ORDER that the presidential election is improper and invalid. Also, and in that respect, many, if not all, of the other club officer, regional representative, and at-large representative elections may also be improper and invalid."

 

There are in fact other ways to verify that a member is present in our "e-meeting". RRNR allows for abstention so you can't say that only voting members were at the meeting. And the 3456 includes all members, not just voting member. And are you asking her to rule on the point or order? I am not sure what all of this needs to be in the letter?

 

 

 

 

 

 

 

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We know that we are able to track how many different members log on during a specific time period , we should be able to define a quorum using that information, lets say that 2000 different members log on to the VMC during a given 30 day voting period, then lets say that 2/3 of those members would establish a quorum then let say we need a majority vote 51% of that quorum for a vote to pass. Some one want to write that better and see what we think?

 

 

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I'm out for a bit. I'll catch up when I get back.

 

Have fun while I'm gone.

 

Burl, does that stuff need to be in there to make your point? If it does... let if fly. I just think it is full of holes and not to the point of this groups task.

 

-G

 

 

 

 

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I am going to try to say this as clearly as I can, I do not believe that our opinions matter what so ever! Our issue is how to amend our bylaws and Burl is absolutely right to say we need Marla to tell us what our own bylaws say and how we should proceed to amend them, period. Why? Because they are so unclear we don't know how to proceed! Marla will tell us what we need to do then it will be our responsibility to make it work. Roberts Rules say that we should be the ones to determine what a quorum is and that is exactly what we should do, create a definition that suits us! The next thing should be to determine the process to amend our bylaws using that definition of a quorum that we created. I think once that is done then we take our two ideas to Marla and have her advise us how to proceed with the bylaw amendment vote as it is written in our bylaws currently and then like I said, it up t use to get it to work weather we send out mass emails pleading for members to vote, whatever it takes! Proxy votes can be used when amending the bylaws so it really may not be that difficult to get the numbers needed if Marla states that we need a bunch. I do not think we need to be traipsing back and forth to the lawyers office with a bunch of questions we really don't need answers to.

 

 

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#2...

 

Ask it just like this:

 

in an internet society with a virtual clubhouse, is there any precedent for how to count presence at a meeting?

 

 

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We have many members who do not use, have access to or care to use email or the internet. They join for the purpose of participating in their LC. Some, dare I say, get recruited for the sole purpose of "boosting" LC numbers.

The only way to "get the word out to the masses" is going to be snail mail with a return form/postcard including a statement with something about a non-vote is considered a vote for the majority or something of that sort.

 

 

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So here is a crazy thought, we could create the mailing, basically how you guys stated, a no response means that you vote with the majority, send it out, have the vote and see what we get. I would think we would get people to participate or we would get their vote as part of the majority, pretty sure that would be a wining situation. What do you think?

 

 

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I get mailings all of the time from companies in which I am a stock holder informing me of what, when, where and how a stockholder vote is being held. If I choose to show up in person, and I would think logging in and voting would be showing up in person in our case, then I am welcome. I also have the option of returning the enclosed post card, or whatever they send me, with my vote, for/against/abstain, and if I choose not to send a response my proxy goes with the Board of Directors recommendations, which is also stated.

 

A letter with the proposed agenda to be voted upon would suffice informing the membership of impending action. A postcard with a choice would be one form of vote. The mailings would serve as the tracking. The Secretary or Asst. Secretary would be our verification that the mailings were sent. The membership present would be the total mailings sent minus the mailings returned for non-delivery reasons. So we send 4000 and we get 1000 back non-deliverable the membership present would be 3000 or 75%.

 

We informed them, it is their choice to "net" vote or mail vote.

 

This would work for the bylaw amendment....

 

Now.....Being the Treasurer I have to concern myself with the cost of these mailings (envelopes, post cards, printing, stamps, etc.) and from which budget that cost gets charged but that is for another discussion....

 

Don't get me wrong.....the cost should not drive or kill this effort...That would be ridiculous

 

 

 

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Ann, can you redo the letter and post it here so we can see where we are?

 

 

 

 

 

 

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JohnnyG - 2013-11-17 5:59 PM


Mike,
These are applications out there that are used for exactly this purpose.
-G





When Mike said this:

"#2... 
Ask it just like this: 
in an internet society with a virtual clubhouse, is there any precedent for how to count presence at a meeting?" 

I believe he was referring to legal precedent as opposed to the technological ability.  He can correct me if I misunderstood his meaning.  

Either way, I still want to know what the law considers "presence" in an internet society.  We can't be the first organization of this type.  I want to ask the attorney if we can count log-ons or if we can only count actual votes.  We still don't know the answer to that. 

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§ 232. Notice by electronic transmission.

 

(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission 2 consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

 

(b) Notice given pursuant to subsection (a) of this section shall be deemed given:

 

(1) If by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

 

(2) If by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

 

(3) If by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

 

(4) If by any other form of electronic transmission, when directed to the stockholder.

 

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

 

© For purposes of this chapter, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

 

(d) [Repealed.]

 

(e) This section shall not apply to § 164, § 296, § 311, § 312, or § 324 of this title.

 

 

 

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