Mark Apodaca, PRP

I am working with a nonprofit organization which has membership. The membership elects officers and directors of the board every two years during its business meeting. I noticed that there are two separate groups of standing rules. One applies to the business meeting which I understand. They are proposed to the membership and the membership votes to accept or reject the rules. The second group applies to the board of directors. They cover travel expenses, officer's compensation, use of credit card and so forth. The board is new, recently elected by the membership last June. They want to change the board standing rules. I find this a violation of internal controls and to change the rules, they need to be brought up during the next business meeting in 2021 so the membership can vote to approve or reject the changes. I don't find it appropriate for the board to change their own rules as they are there to prevent checks and balances. Your thoughts?

I am at a conference in San Diego, California and will serve as the parliamentarian beginning tomorrow morning. The concern the board has is how many voting members will show up for the general meeting. In the past, the number of voting members showing up had been small. Yesterday I had a discussion with the board and explained that according to the bylaws, 10% of all voting members in good standing means that if the organization has 400 voting members and 45 voting members show up at the general meeting, quorum is met (quorum will be 41). If voting members leave the meeting, it would affect the quorum. Meaning that if 10 leave the meeting dropping the total of voting members to 35, quorum will not be met. They seem to think that if 100 voting members registered for the conference, the quorum will be 10. My argument is that does not meet the definition of the bylaws below. Your thoughts? ARTICLE IV – MEETINGS Section 1, General Meetings. General meetings of the membership shall be held biennially during odd numbered years at a location and date to be determined by the Board of Directors. Section 2, Quorum. For the purpose of conducting meetings, at least one-tenth (10%) voting members in good standing shall constitute a quorum. For issues involving the ASLTA Evaluation & Certification System, only members holding ASLTA certification may vote and at least one-tenth (10%) voting members in good standing holding certification shall constitute a quorum (See Article III, Section 1.2). North Carolina Law § 55A-7-22. Quorum requirements. (a) Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

I appreciate all your responses. Thank you. I will read them again and again. I will meet with the President and Chair of the Bylaws Committee on Saturday and Sunday to break the news and share with them what you have shared with me. I agree that none of the amendments passed. They cannot be brought up again during the conference because only email vote is allowed. I would propose that the organization changes the bylaws to allow the amendments be brought to the conference so the membership can vote on them.

Thank you!

Thank you!

Here is one of the amendments passed: Bylaws Amendment #14 Article: VII, Election and Appointment of Officers Section: 3, Nominations Process Date Sent to Members: April 15, 2019 Voting Results: PASSED 43 ballots received 43 eligible votes cast 40 votes in favor of Amendment #14 1 vote opposed to Amendment #14 2 abstentions I don't see how members can propose amendments to the bylaw amendment when it passes via email. It appears that this is final.

I will be the parliamentarian for a national teachers association and I am wondering if any of you can interpret this: ARTICLE IX – AMENDMENTS to BYLAWS These bylaws may be amended only by electronic ballot to all voting members in good standing with a 2/3 affirmative vote and a majority of eligible votes cast. The association has 200 members. From reading the Article, 101 votes need to be cast. Then 2/3 vote of the majority (101 votes) needs to be met to pass the amendment. If only 40 out of 200 members cast their votes, then the amendment is shot since majority was not reached. Is this how you see it? Or, is there another perspective? Also the Vice President who is also the chair of the Bylaws Committee mentioned that 1/10 is majority (not sure where he got that since it is not in the bylaws). Lastly, do the bylaws have to be ratified at the convention? Twenty-four amendments "passed" by email vote. Mark

The bylaws of an organization specifies that the Vice President is the Chair of the Bylaws Committee. During a recent convention, the Chair of the Bylaws Committee was going to go over the proposed amendments to the organization's bylaws but due to the number of proposals, the membership approved a motion for a special membership meeting within three months to focus on the proposals. At the close of the convention, new officers were elected including the vice president position. This means a new Chair of the Bylaws Committee. The previous Vice President became Treasurer of the organization. The question is, during the special membership meeting, who will be responsible for the proposed amendments? The new or previous Chair of the Bylaws Committee? I am under the impression that the previous chair will because the special membership meeting is the result of the convention before the new officers were elected.