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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. 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
  2. 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.
  3. Here we go again, In my original discussion, the member asked if he could make a motion to suspend the meeting. What we discussed was totally understood. Now, the same member sent me another email saying that "suspend" was the wrong word. It should be "postpone". I believe it is the same thing. You cannot make a motion to postpone a special meeting to take place in two or three months. You still need "fix the time" then "adjourn". Am I correct?
  4. Jstackpro, Is it possible for a member to make a motion to suspend the special meeting when the meeting opens? Suspend the meeting to another date and time? Mark
  5. I am scheduled to fly to Louisiana for a special membership meeting at Baton Rouge. The purpose of the special meeting is to deal with the bylaw amendments which should have taken place at a previous June business meeting for the membership. The membership voted to call for a special meeting to cover the bylaw amendments due to running out of time. I just learned that some members want to postpone the September 21st special membership business meeting to the next membership business meeting to be held in 2021. What is the proper procedure for this?
  6. I took the opinions of others after careful thought. That is why I appreciated your discussions, opinions and perspectives. I had another meeting with the officers and explained. I was frank with them by explaining that I do have discussions with other parliamentarians which helps come to better opinions after careful thought. I will be glad to explain more during the NAP conference if you attend and we have an opportunity to meet.
  7. Joshua, I appreciate your sharing your thought and comments. I like to see different perspectives and they make me think. Hope to meet you at the NAP conference. Mark
  8. I value this website because it is a place where advise and ideas can be shared. It is a place where parliamentarians can meet with other parliamentarians and have healthy and intelligential discussions on different topics. Last June, I was the parliamentarian during an association’s conference outside New Mexico. I was under contract to serve during the two-day business meeting during the conference. This was the first time I visited the state. As the parliamentarian, I took the opportunity to review state statutes, the articles of incorporation, and the bylaws. I even reviewed the association’s Form 990 income tax return. The bylaws are well written and structured, and I learned, while I was at the conference, that the membership hired an attorney to draft new revised bylaws which were approved during the 2017 business meeting at the conference. However, during the 2019 business meeting, there were fifty pages of amendments to the bylaws. The membership called for a special meeting just to focus on the amendments to the bylaws even though nearly all the amendments were grammar changes. The special meeting will be on September 21st. I was asked to return. Earlier this week, I received an email from the Vice President stating that a petition was received. In the petition, 55 members signed the document for a special meeting to be called. One-fifth of the membership is 38. The special meeting calls for the removal of the President. Now, I am not under contract with the association. I know the members of the board of directors. I also know the members of the group which started the petition. As a parliamentarian, it is my responsibility to be neutral. On Thursday evening, I met with the President, Vice President, and Secretary through Zoom. I could tell that they did not wish to go along with the calling of a special meeting and tried to find every way not to. Their comments were (1) the petition was not the original document, (2) some of those who signed the document were not members of the association, (3) according to the bylaws, only the board can remove officers, (4) not all members throughout the state are aware of the petition, and (5) the list of reasons for wanting to remove the President were not specific enough. I told them that this was not something I could help them with at a moment’s notice as I would need time to write my opinion and it will come with a fee. They did not want to wait. They wanted to response fast as the vice president mentioned in a separate email. I gave them three points: 1. The bylaws state that special meetings may be called upon the written request of one-fifth (1/5th) of the Full Members in good standing. The petition was the written request and of the 187 Full Members, 38 would be needed. The petition ended up with 55. The bylaws do not state which method is to be used as the written request. RONR does not specify also. 2. The full membership does not need to know until after 1/5th is met for calling the special meeting then all members will be notified. I stressed the importance of the word “all”. 3. Even though the bylaws state that the board can remove an officer, it does not state that only the board can do so. Therefore, the Full Membership can remove officers. The officers mentioned that they also plan to meet with a couple of lawyers. I told them that was their decision to make and I was not in the position to advise them to do so. That was it. My honest opinion as I share this with you, the petition stating the President was incompetent and a bully, negligence, and power hungry were pretty serious charges. But I also know that they were in office for only two months and had a couple of board meetings through Zoom, and I do not know how the group came up with the three charges. The President is concerned that he will not have a fair trial and due process. There is no ethics or discipline committee. I can only wait and see what the outcome will be. I welcome your thoughts. Mark
  9. I am planning to share with you the outcome. Most likely tomorrow. I work full time as the Chief Financial Officer/Chief Procurement Officer of a state institution and we are in the process of our annual financial audit. Be with you...
  10. Again, thank you all for sharing your thoughts. Mark
  11. Atul, The four items you read were copied and pasted here. They came from a drafted letter written by the secretary to the leader of the group who came up with the petition. So, I did not make this up. For what you mentioned in item 2, I agree with you all. This association has a history, as I am told, of members being divided over its leadership. I also have been told that in the past, two lawsuits took place. This is something I don't want to get involved with. I think it is best for them to let attorneys handle it. G'day gentlemen. Happy Friday. If you will be attending the NAP conference, I hope to meet you. Mark
  12. I follow you, Joshua. Take a look at No. 3, the investments. The new President and Treasurer had a meeting with the investment consultant from Morgan Stanley. They just wanted to understand the organization's investments. The group defined it as "power hungry access". To me, there is no justification. If he ordered MS to sell stocks and transfer the money to the treasury, that may be a problem. Also there is no investment policy. That is why I believe that the reasons should be specific. He would need to prepare his defense, otherwise he will be attacked during the meeting and unprepared.
  13. incompetent leadership, management, and governance on behalf of the association after being elected, which included bullying and harassment demonstrated negligence according to the bylaws demonstrated power-hungry access to all the association's funds, including investments The petition caught the board except for two members by surprise. Two already knew that a petition was coming and said nothing. I know that this group who put together the petition have negative feelings about the President and wanted him out just after the election. They had one or two board meetings since they took office during the first Saturday of June. So how can the members point out the three if there were board meetings without members. A petition needs to be justified. For number 2, the President did not break any bylaws, the secretary did. He did not send out the conference minutes from last June to the membership within 30 days per bylaws.
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