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Mark Apodaca

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About Mark Apodaca

  • Rank
    Registered Parliamentarian
  • Birthday June 25

Profile Information

  • Location:
    Santa Fe, New Mexico
  • Interests
    Nonprofit organization governance, nonprofit organization finance, and of course, parliamentary law and procedures.

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  1. Thanks Josh for pointing this out. Mark
  2. The statute section is under section E E.  The number, classification, qualifications, compensation, terms of office, manner of election, time and place of meeting, and powers and duties of the directors, may, subject to the provisions of this Chapter, be prescribed by the articles or the bylaws.  Except as otherwise prescribed in the articles or bylaws: (4)  The members, by vote of a majority in interest of all of the voting members, may, at any special meeting called for the purpose, remove from office any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term.   What is your interpretation of "by vote of a majority in interest of all of the voting members"? The association has 178 members and 1/5th is 36. Not all members voted, just fifty-five showed up at the special meeting to vote which was not called by the Secretary. Under Article V Meetings of the Association, it states: SECTION 2:SPECIAL MEETINGS Special meetings of the Association may be called by the President or by the LAD Board and shall be called upon the written request of one-fifth (1/5) of the Full Members of the LAD in a good standing. The purpose of the special meeting shall be stated in the call, and ten (10) days prior written notice shall be given for any such special meeting.
  3. Thanks Josh and Autul for the clarification.
  4. Atul, This particular section does not have "unless otherwise provided"... Mark
  5. Josh, Is there anything in RONR covering this? Mark
  6. I added another posting "Statute vs. Bylaws" Your thoughts and comments please.
  7. Zev, If the attorney who drafted the bylaws in 2017 know about the statute, he would not have put it in the bylaws. In most cases, while a parliamentarian can help draft the bylaws and make sure it does not conflict with the statute, the attorney should make sure it does not conflict with statute. Mark
  8. It is located throughout different sections of the nonprofit statute. What I found interesting was both groups hired their own respective attorneys and both have their own interpretations. I am not getting involved with the legal aspect of this. I will only explain what the statute, bylaws and Robert's Rules of Order states. They need to allow their respective attorneys handle it.
  9. There is not an article or section on special meetings.
  10. The "emergency" board meeting was called at the last minute to meet with the attorney. The President called for the meeting because he wanted the association to hire an attorney and felt he needed board approval. They had a regular board meeting scheduled for the next day.
  11. One thing I have experienced in the past while serving as a parliamentarian was when members say, "but the state statute says this and has more authority than the bylaws, therefore the state statute is to be followed." It has been my understanding that when there is a conflict between the bylaws and state statute, state statute is followed. This can happen when state statute is not checked when bylaws are being drafted. If there is no conflict then the bylaws are followed. A group of members have been trying to get the President and Secretary of an association removed. The Board is following the bylaws and points out that only the board can remove a member of the board the group went ahead and called a special meeting without the board's knowledge and voted to remove the two individuals. The board says that the meeting was null and void because as the bylaws say, Article IV: Directors SECTION 7:REMOVAL FROM OFFICE Any Officer determined by the LAD Board to be incompetent or grossly neglectful of his/her duties may be removed by a two-third (2/3) vote of the voting members of the LAD Board. The officer determined to have been grossly neglectful or incompetent shall have the right to an appeal to be heard and decided at a special session of the Full Members called for that purpose. The decision of a majority of the Full Members at any special meeting called for such purpose shall be final as to the matters specifically appealed thereto. Under Article VI: Board SECTION 3:REMOVAL FROM OFFICE Any Board member determined by the LAD Board to be incompetent or grossly neglectful of his/her duties may be removed by a two-third (2/3) vote of the voting members of the LAD Board. The officer determined to have been incompetent or grossly neglectful shall have the right to an appeal to be heard and decided at a special meeting of the Full Members called for that purpose. Any Board member with three (3) unexcused absences from LAD Board meetings shall automatically be removed from the Board. The group is using the statute below: Louisiana Revised Statutes 12:224 – Board of directors (4)  The members, by vote of a majority in interest of all of the voting members, may, at any special meeting called for the purpose, remove from office any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term.   It has always been my understanding that when it comes to statute, as a rule of thumb, the following is used: Unless otherwise provided in the articles or by-laws The association allows special meetings when 1/5 of the membership calls for it. But as I understand, the membership cannot remove the two board members because of the bylaws. Your thoughts... Mark
  12. Would you interpret an emergency board meeting to be the same as a special board meeting? I am aware that RONR states that if the bylaws do not mention special board meeting then the board cannot have a special board meeting. But how are emergency board meetings handled? The word "emergency" is not even listed in RONR, not to my reading the book. An association called for an emergency board meeting because an attorney wanted to meet. The board met and a couple of motions were made. The board, during the next regular board meeting, ratified the motions. Your thoughts? Mark
  13. Last night was the board meeting. It was not a membership meeting. During the board meeting, some members interfered with the board with different comments. One member said that the board cannot have a board meeting by video conference since it is not in the bylaws. I listened and was not asked for a parliamentary opinion. SECTION 6: Louisiana Association of the Deaf BOARD MEETINGS The LAD Board shall meet a minimum of four (4) times a year. The President shall designate the city and place of each meeting with approval of a majority of the voting members of the LAD Board shall give no less than ten (10) days’ notice to each Board member of any Board Meeting. A quorum for meetings of the LAD Board shall consist of fifty-one percent (51%) of the voting LAD Board members. There is nothing in the bylaws which allows the board to have video conference meetings or special meetings. However, It was pointed out that state statute allows it: https://law.justia.com/codes/louisiana/2011/rs/title12/rs12-224/ (10) The board of directors, or any committee of the board, may hold a meeting by means of conference telephone, facsimile, or similar communications equipment provided that all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The provisions of this Paragraph shall not apply to any public body or any other entity provided for in R.S. 42:13. State statute is above the bylaws and allows such meetings. The board is following state statute. The attorney who reviewed the bylaws should have checked the state statute and conference meetings should have been added. Your opinion please. Mark Bylaws are attached for your interest. LAD Bylaws Revised 2017 - 2.pdf
  14. It is not in Santa Fe 😊 It is not an emergency. The special business meeting will take place at Baton Rouge, Louisiana. During the regular business meeting for the membership last June, the members voted to have a special business meeting to cover at least 40 pages of bylaw amendments, mostly grammar corrections proposed by one member. This took place because the business meeting of the Louisiana Association of the Deaf ran out of time. The bylaws were revised, not amended, in 2017 by an attorney and the membership approved them. There are only 200 members within the whole state of Louisiana and to meet the quorum, there must be at least 25% of the total membership present. Some reasons why - a 40th anniversary alumni reunion, and a couple of other events happening at the same time. Also, die hard fans of LSU football who don't want to miss the game. So, no, they are not emergencies and I am not sure if they will meet quorum. The meeting is from 9 AM to 6 PM with one hour lunch.
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