Jon

15 minutes ago, Richard Brown said:

I thought you told us in an earlier post that it was a recorded (roll call) vote. If only the vote totals were reflected, and not how each member voted, then that presents a different situation. In that case, I think you should ask that the minutes reflect that you were opposed to the motion and that you voted no. That is in keeping with the law in many states that provide protection to a board member who has the minutes reflect that he voted no or was opposed to a particular motion.

in the future if a situation like this develops, you should ask for a rollcall vote. If the assembly refuses to order the rollcall vote, then you should request that the minutes reflect that you are opposed to the motion and voted no. If I were you I would make sure that the other members hear you voting no and hear you making the request that the minutes reflect that you voted no. 

I apologize for the confusion, what I meant was the vote tally and who voted yes and no was recorded but not my arguments for why I voted no.

The statements regarding my belief that it was not legally permissible were argued at length during the meeting - they just are not reflected in the minutes as the minutes reflect only the vote tally.

I have also directed these questions to our legal counsel so perhaps the need for anything in the minutes to reflect the opinion will be moot based on his response as to liability.

If I wanted to protect myself against future legal liability, is it possible to make a motion to enter a statement into previously dopted minutes explaining t hat my no vote was made because of my view that the payment was improper for an on profit? I also have numerous emails with our legal council pushing on this issue, but should this be reflected in our board minutes, and can that be done retroactively with a Motion to adopt something previously adopted"?

2 hours ago, Guest Puzzling said:

Oops 

I mend 

You could make a resolution deploring what has happened.

Also if the minutes are not approved yet try to get notice that you voted against this motion in the minutes, and also still make a point of order. 

I am puzzling on how this will work out, having a continuing breach of order but there seems no easy way to restore the situation.

Depending where the money came from (can it be seen as a restitution of dues?) There  seems a possibility that the board broke their fiduciary duty.

It’s kind of complicated as to where the money came from - it was distributed to members as proportional reimbursement for tradeshow booth space paid in prior years. The Tradeshow fees were technically paid to a separate entity however which is owned in part by our association. 
 

personally I believe it was an improper inurement under IRS rules, however, our association’s legal counsel told me at length via email and phone that it was proper. 
 

while I disagree my options are limited - I could file my concern with the IRS but if successful the only result is we lose our non profit status and the association dissolves (which helps no one). 
 

as for the minutes, I did Insist the actual votes be recorded and not simply that the motion passed. 

The seats were last ratified 5 years ago - if the membership were to fail to ratify any one or more of the three I don’t assume the board seat would become vacant and require election to a 2 year term (since our bylaws indicate we have 7 seats) but it’s not clear. 

My board voted to take a financial action (provide association funds evenly to members of the association) that appears to be in violation of our bylaws. At the time, I (as a board member) voted against the actions on the grounds that I thought it was not legal (for reasons that aren't relevant to this discussion).

Upon taking a deeper dive into our bylaws, I believe that while it may have passed legal scrutiny, it is a clear violation of a clause in our bylaws prohibiting distributions of funds to members. The problem is the motion has passed and the funds distributed.

Do I have any motions (I am still on the board) that can be made to formally declare this a violation of our bylaws so that it does not happen in the future? Would this be a motion to adopt a resolution? Is there anything else that would apply?

Thank you,

Jon

4 minutes ago, Richard Brown said:

Do your bylaws provide for this type of electronic vote?  If not, that presents a problem.

Our bylaws do permit electronic vote, yes

Will try to keep this brief but understandable.

My board has 7 seats (each occupied by a member company), 3 seats of which are guaranteed to three member-companies. Our bylaws state these three member companies are guaranteed these seats as well as their future subsidiaries thereof. This provision for guaranteed seats must be ratified every 5 years by majority vote of the membership per bylaws.

1 of these member company declared bankruptcy and is legally and wholly a new corporation - which our legal council has confirmed does not meet the definition of a subsidiary and is therefore not the same company guaranteed a seat in our bylaws.

Nonetheless, our management company has sent out the question to the membership for ratification, and simply changed the name of the now bankrupt member company, to the new company which purchased their assets in bankruptcy. 

Not only is this not consistent with what the specific guaranteed seat bylaw states- it also appears to me to be an edit (or amendment) to our bylaws through changing the name of the listed company.

Our bylaws can only be amended by the board, per the bylaws - could I successfully make a point of order that the question cannot be asked as stated? And how would I do this if the vote is being made electronically and our next board meeting won't take place until after the vote is complete?

Thank you!

8 minutes ago, Kim Goldsworthy said:

Q. What is the bylaws' METHOD OF AMENDMENT?

Q. What is stopping you from invoking the amendment process, today?

 Bylaws state:

ARTICLE XII - AMENDMENTS
Upon proposal by the board of directors, these bylaws may be amended, repealed, or altered, in
whole, or in part, (a) by a majority vote at any meeting of the Association, provided that a copy of any
amendment proposed for consideration shall be mailed or sent by electronic transmission to the last
recorded address of each member at least thirty (30) days prior to the date of the meeting. 

To your second question - it appears to me that only Directors can propose amendments. Even if member could though, I don't believe this can be done outside of a meeting - and we do not meet again until January.

2 minutes ago, Godelfan said:

First, notice that you have a "contradictions clause."  Second, designated by whom?  Finally, as I said, interpreting your bylaws is for your organization, not for me, so I'm not going into this too much.

Sticking with  this concept that the bylaws should be interpreted by my organization, do you have any advice on how to force an interpretation to be conducted?

Can a motion be made to request interpretation from the board? Or am I better off, since we meet as a full assembly only once per year, encouraging a Board member to raise this issue at a Board meeting?

My associations executive director told me our association follows RONR "to the best of its ability" however this is not stated in the bylaws. Should it be? What are the potential problems with not stating it in the bylaws?

ARTICLE XII - AMENDMENTS
Upon proposal by the board of directors, these bylaws may be amended, repealed, or altered, in
whole, or in part, (a) by a majority vote at any meeting of the Association, provided that a copy of any
amendment proposed for consideration shall be mailed or sent by electronic transmission to the last
recorded address of each member at least thirty (30) days prior to the date of the meeting.

My bylaws state "upon porposal by the board of directors" as a requirement for the members voting to amend bylaws. Does this mean that a motion to amend the bylaws cannot be initiated by a member?