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Mark Apodaca

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About Mark Apodaca

  • Rank
    Professional Registered Parliamentarian
  • Birthday June 25

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

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  1. Gents, I am planning to draft my opinion on this case and would like to share it with you. Last night, I asked the President to have the board (including himself) to submit their resignations in writing as required by state statute even though each made a vlog. I also asked the President to call a special board meeting which will focus on the special election. RID has an attorney who specializes in NPO's and the opinion will be shared with him on Monday. Mark
  2. Josh, do you mean 7 days as stated in the bylaws for special meetings? B. Other Regular Meetings: Other regular meetings of the Board of Directors shall be held on a quarterly basis at such time and place as fixed by the Board of Directors. Announcement shall be provided to membership at least sixty (60) days prior to such meetings. C. Special Meetings: These may be called by the President or by any two (2) Directors, with a majority vote of approval by the Board of Directors. Notification shall be given to the entire Board of Directors at least seven (7) days prior to such a meeting.
  3. Thank you Josh. Looks like our comments crossed at nearly the same time. The 60 day minimum will need to be followed, but the process is established. I will ask if the organization has legal counsel in California. Organization headquarters is in Virginia but incorporated in California.
  4. Atul, I read you. Here are my thoughts: Each board member must submit their resignations in writing per California Nonprofit Organization statute if they have not done so. Because of the limited time, the President shall call for a special board meeting for the purpose of special elections. Dates for submitting interest, voting, announcing the winners shall be established. Nominating and Elections Committee established. Same functions as before. May wish to ask the members of the committee who originally served, to serve again. Members have five days to pl
  5. Yes, it is how I read it. Yes, the board can call for a special meeting but it is the timelines as stated in the bylaws and policy which concern me. Quorum of the board: (7) A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business. The articles or bylaws may require the presence of one or more specified directors in order to constitute a quorum of the board to transact business, as long as the death or nonexistence of a specified director or the death or nonexistence of the person or p
  6. I am not sure about temporarily fill the vacancies because the bylaws specify how it needs to be done. I don't think the bylaws permit this. My thought. But Josh, the bylaws give timelines for calling a special meeting to hold an election. It is a long process. The policy and procedures which I obtained state the following: Special Elections The Board of Directors will determine the need to hold a special election in order to fill a vacancy on the Board. Once determined, the Board President calls upon the nominations committee to convene and begin their process. A special el
  7. Hi Richard, My thoughts and/or reply is in purple. First, it seems to me that until September 1, you have a full board of directors. I'm thinking they can call a special meeting of the board and/or membership. The board can call a special meeting. Here is what the bylaws state: B. Other Regular Meetings: Other regular meetings of the Board of Directors shall be held on a quarterly basis at such time and place as fixed by the Board of Directors. Announcement shall be provided to membership at least sixty (60) days prior to such meetings. C. Special Meetings: These may be c
  8. This case is complicated. It is related to the Registry of Interpreters for the Deaf (RID) which has 15,000 members. During its conference two weekends ago, a little over 400 members attended the conference through Zoom webinar. To meet a quorum, there needs to be 200 or more members present. On May 27, 2021, the members re-elected the officers and members-at-large for another term which starts on September 1, 2021. The election took place by e-mail voting. The President won by receiving 962 43.5% votes. The 2nd place was 854 38.6 votes and third was 395 17.9% votes. Of the 15,000 p
  9. A member of the organization made a request to the Secretary for three years worth of board meeting minutes. Under 46:36: 47:36 Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by board
  10. NAP was founded in 1930. AIP did not come to being until 1958. Does anyone have an history as to why AIP was formed? Did something happen during that time lead to the formation of AIP? Also, when did AIP stop using RONR as its official parliamentary manual?
  11. I am very much aware about statutory and fiduciary duties. I have provided board governance training and those duties were very much a part of the training. The President asked that I reply to the board member. My response was very brief and to the point as you read. I did mention to the President that my duty is to the President, not the community membership per agreement.
  12. I would like to share some articles from the bylaws of the Minnesota Association of Deaf Citizens. Executive Board Section 4.01. General Powers. Except as otherwise provided by law, by the Articles of Incorporation of this Association, or by these Bylaws, the property, business, affairs, and operations of MADC, including the MADC Charitable Fund, shall be under the direction and control of the Executive Board of this Association (Also Known As “Board”). The Executive Board shall have general supervision of the affairs of the Association between meetings of the members of
  13. Wow! I pray that we will never have to return to virtual conference business meetings. In person meetings are the best. Some Presidents told me that they wanted a conference business meeting virtual and physical. They like the idea of saving money. But, in my opinion, it is not a good investment regardless of cost savings.
  14. I follow you. When the member made the motion to adjourn, the vote was close, I believe 48% in favor and 52% opposing. Had someone made the motion to extend time, it is most likely it would not meet the 2/3 anyway. Thanks all for sharing your deep thoughts.
  15. I also think an issue was limiting the time for the conference business meeting to three hours on Saturday and Sunday. It would make sense if it was for 6 hours each day to accomplish business. How can you finish with so many motions within a very limited time. A new board and CEO are coming in and I hope to work with them with the conference planning and program.
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