Bylaws interpretation

[Guest Jim]

Volunteer fire department Bylaws states:

1. Article VIII AMMENDMENTS TO BY-LAWS

SECTIO I:

These Bylaws may be amended, changed altered or rescinded by majority action of the Board of Directors at any regular meeting or special meeting called for that purpose under authority of the articles of incorporation.

2. ARTICLE OF INCORPORATION:

VIII GOVERNMENT:

The government of the corporation shall be vested in a Board of Directors duly elected by the members of said corporation who shall have control and management of all its property, fiancés and activity, and shall have authority, by majority action, to make, changes, alter, and rescind the Bylaws for the government of the corporation.

3. NC GENERAL STATUTES :

55A-6-01 Membership: (a) A corporation may have one or more classes of members or may have no members.  9b) No person shall be admitted as a member without the person’s consent.

55A-6-20 Designation, qualification, rights, obligations of members:  If a corporation has members, the designations, qualifications, rights, and obligations of members shall be set forth in or authorized by the articles of incorporation or Bylaws, and may include any provisions not inconsistent with law or the articles of incorporation with respect to;  1. Conditions of admission and membership;   2. Voting rights and the manner of exercising voting rights;   3. The relative rights and obligations of members among themselves, to the corporation, and with respect to the property of the corporation;   4. The manner of terminating membership in the corporation;  5. The rights and obligations of the members and the corporation upon such termination;  6. The transferability or  non-transferability of membership; and   7. Any other matters.

Except as otherwise provided in or authorized by the article of incorporation or Bylaws, all members shall have the same designations; right, and obligations.

so the question do the tax payers and residents of the fire district have the right to vote at the annual election of the corporation???

[Greg Goodwiller, PRP]

I think we need to see your article on members of the corporation in order to address your questions.

[JimJr]

Forgot to add 

nc General statutes 

55A-10-20 AMMENDMENTS by directors:  (b) if a corporation has no members entitled to vote there on, it’s. Incorporates, until Directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation ‘s Bylaws subject to any approval required pursuant to G.S. 55A-10-30 approval b\y third person. The corporation shall provide at least five days’ written notice of any meeting of directors at which an amendment is to be voted upon. 

Question board approved an amendment to the Bylaws at a regular meeting with NO WRITTEN NOTICE, HOW DO I CHALLENGE IT AS WE HAVE ANNUAL ELECTIONS 12/14/17??

#3 is a second question on Bylaws here is Bylaws ARTICLE I: Section I: membership:  membership in the corporation shall consist of all persons eighteen years of age or older residing in or owning property within the fire district.

ARTICLE OF INCORPORATION: VII: MEMBERSHIP:  The membership of the corporation shall consist of those persons duly qualified, designated, or elected in accordance with the Bylaws of the corporation.

[jstackpo]

13 minutes ago, JimJr said:

 NO WRITTEN NOTICE, HOW DO I CHALLENGE IT AS WE HAVE ANNUAL ELECTIONS 12/14/17??

#3 is a second question on Bylaws here is Bylaws ARTICLE I: Section I: membership:  membership in the corporation shall consist of all persons eighteen years of age or older residing in or owning property within the fire district.

Are there no other membership requirements beyond "residing or owning property..."?

How to "challenge"?:  Go to the election meeting and raise a point of order that there was, I guess, no proper notice to all the "members" prior to the amending of the bylaws at an earlier meeting.

BTW, if there was no notice, how did you find out about the election meeting? 

Perhaps the bylaws detail what kind of a notice is required.  Check carefully.

[Josh Martin]

13 hours ago, Guest Jim said:

so the question do the tax payers and residents of the fire district have the right to vote at the annual election of the corporation???

Your bylaws provide that “membership in the corporation shall consist of all persons eighteen years of age or older residing in or owning property within the fire district.”

3 hours ago, JimJr said:

55A-10-20 AMMENDMENTS by directors:  (b) if a corporation has no members entitled to vote there on, it’s. Incorporates, until Directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation ‘s Bylaws subject to any approval required pursuant to G.S. 55A-10-30 approval b\y third person. The corporation shall provide at least five days’ written notice of any meeting of directors at which an amendment is to be voted upon. 

This doesn’t seem relevant, since the corporation does have members.

3 hours ago, JimJr said:

Question board approved an amendment to the Bylaws at a regular meeting with NO WRITTEN NOTICE, HOW DO I CHALLENGE IT AS WE HAVE ANNUAL ELECTIONS 12/14/17??

You would raise a Point of Order, followed by an Appeal if necessary, although I’m not certain that you are correct. Your bylaws do not require written notice, and the portion of the law you have cited refers to corporations without members (just a board), which doesn’t seem to apply to you.