LouiseD

Thank you so very much

Thank you so very much

thank you. As a member pointed out, and RONR echoes, once incorporated an organization's Constitution is replaced by the Articles of Incorporation, whic does exist, and which refers to Bylaws - which were not created at the time. At what point does one override the other, or are we in fact actually governed by three documents - a Constitution + Articles + Bylaws? If so in what order of precedence?

Let me rephrase based on review - It appears that their intention is to present a revised version of the bylaws at the next general business meeting tomorrow, although it is unclear whether for vote or discussion. A calendar invite was sent without agenda. They did this in February when they presented the 'current' bylaws without any advance notice and had a vote that night without anyone reading the entire document and without a quorum, They are currently governed by two documents in tandem. I questioned in a previous meeting when a document was referenced which document we are going by and the President replied both. I pointed out the conflict in that and asked which is primary/precedent, and he moved on without answering to recognize another question. the first document, Constitution says - Article V Section 1.A quorum shall be necessary for all monthly membership meetings. A quorum shall be defined as thirty percent (30%) of the active membership. Section 3.Roberts Rules of Order, Revised, shall be used to decide questions of procedure and rules where not in conflict with this Constitution. Article VI Section 1.The Constitution may be amended by a vote of two-thirds of the active membership. Proposed amendments shall be submitted and published to the membership for review for one month. Discussion shall take place at the next monthly membership meeting and be voted upon at the following monthly membership meeting. the second document, Bylaws says - Article 10 Amendment of Bylaws Section 1. Amendment Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors. Article 11 Construction and Terms If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

the bylaws do say that where there is a conflict or no instruction "the organization will be guided by Roberts Rules of Order".

voting on the bylaws? Their practice will be whoever shows up. the bylaws lack any detail about notice, how many or whom. Which is a violation to begin with (among many) because the Parent Corporation requires that all members must be employees, and they have created an article that gives non-employees the right to participate and to vote (no specifics). Just one of the items that needs to be corrected.

I wonder if any experts would be willing to review and comment on a proposed version that a board intends to vote on this Wednesday-evening. I apologize for the short notice but I just received this from another member since the Board only made the document available to 'some' members on an online app, not by mail or email to entire member roster. Also, is there a required amount of notice members must/should be given to review and to know the date of vote? What would be the motion or verbiage to postpone the vote until the document has been provided to ALL members with proper notice to review in advance and to know the date of vote?

Thank you.

Follow-up FYI - no motion or request for one was made to adopt the agenda. I suggested they need a motion to recess or adjourn for the activity and the president said no, it was part of the meeting. they proceeded with the activity and meeting subsequently. they read through the proposed resolutions to be voted on in the next member meeting. i asked why they are making resolutions to vote on instead of submitting these requests to the bylaws committee currently in progress. The president then stated that they were going to recall the committee and proceeded with “I make a motion to recall... do I have a second”, 2nd by treasurer. so before you answer I know that he can’t make a motion from the podium, among other things, but there is no one to stop the errant board (3). so what is one to do? If it were a union we could address the DOL. but it’s a nonprofit, who do they report to- state, fed, parent corporation?

Would anyone care to comment or offer verbiage to counter the following changes the board plans to impose immediately? This agenda was just issued Monday at 9pm for a meeting that takes place tonight. The General Business Meeting is always scheduled from 6pm-7pm including 30 minutes for speakers/activities. Unfortunately the bylaws are not much help in restricting their authority or requiring notice to members... Club Meeting begins at 6:00 pm There will be no VE testing session this month as we work to identify a new VE liaison to the ARRL. Due to a couple important meeting items at the last meeting (please see the minutes on the website), we were unable to actually work some satellite passes. We will be spending from 6:05 to 7:15 in the parking lot working both linear and FM satellites. These will include the CAS oscars as well as SO-50. New streamlined procedure for club business: at the last Executive Board Meeting we discussed how to reduce club business and focus more on amateur radio. As a result, the following new procedure will be used for all club matters. 1. Resolution or change is read at the General Club Meeting. 2. Comments/discussion are accepted via email or presented in person at the following Executive Board Meeting. 3. The Secretary will provide a verbal report of no more than 2 minutes at the following General Club Meeting. 4. Members who are yet to submit comments will have 30 seconds each to add a verbal comment before the vote is had, following the Secretary's summary. 5. Discussion on the subject will end and a vote will be had. General Club Meeting Agenda February 12th, 20202 6 PM EDT Call to Order (6 pm) Pledge of Allegiance Member Introductions Name, Callsign (if you have one) Work Satellite Passes (6:05 to 7:15 pm) This delays the NORMAL 6pm start time by 1:15 minutes without notice to members Secretary's Report (5 min) Minutes from last general club meeting Minutes from last executive board meeting Membership Applications Treasure's Report (5 min) Current club balance sheet Transactions since last general club meeting Old Business Brief updates on shack and vans (5 min) New Business FUN Net - February 26, 2020 at 7 PM Executive Board Meeting February 26, 2020 at 6 PM Reading of proposed Bylaws changes (10 min) Move fiscal year to July 1 to June 30. (FY21 starts July 1.) Require all officers, board members, and other appointed positions to use club-provided email for all club business Require all members to surrender all club records to Secretary within 30 days of the passage of this change for scanning into digital club storage. Records not provided by this time will be considered non-binding. Club members are required to complete a continuing membership form with the club Secretary each fiscal year. Club members who fail to complete this form are removed from the official club roster and are not considered for quorum or voting purposes. This amendment would commence with the 2021 fiscal year. Open Discussion (10 min) Adjourn (7:50 pm)

thank you

is there any specific information required/recommended in the bylaws of a (small) non-profit organization?

Posted 1 hour ago, jstackpo Is there a record of the adoption of the true bylaws in minutes somewhere? sort of, an old member has copies of the agenda preceding the previous vote, hasn't found minutes with the actual vote yet. But I agree those minutes will make it much clearer and less combative.

correct Joshua - because that is the document the officers have given us, even though we presented the previously approved version. I cannot find specific language to motion or challenge the use of the "previously approved" document. Have any references?

yes, clearly i agree there should be a distinction, it avoids confusion and just make more sense. as I eluded to previously, in my other organizations there was a functional difference - the elected Executive Officers ran the operations of the org, and the Directors were appointed or elected to serve in an advisory capacity only - industry contacts, civic leaders, etc. So the distinction was real.

so if the officers are in fact directors why not just call them one or the other? using both labels interchangeably serve no purpose but confusion. If we narrow this down to one label in our revisions, is one better/preferable to the other?

Agreed on all accounts. I am happy to send privately the full document for clarity. It should also be said this document they are editing was never approved, there is a different and clearer version that never mentions directors and was previously approved by the members which they refuse to recognize. What would be the motion to address the "right" document, or does it matter (for the sake of discord)since we are revising either one? I said previously I believe they (people) are partly confused by the Articles of Incorporation which are also conflicting but indicate both: Articles/Corp - Article IV - The manner in which the directors are elected or appointed is provided in the bylaws of the corporation. Amendments to the Articles of Incorporation: If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added: (Attach additional sheets, jf necessary) Please note the officer/director title by the first letter of the office title: P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Cleric CEO = Chief Executive Officer; CFO = ChiefFinancial Officer. If an officer/director holds more than one title, list the first letter of each office held President, Treasurer, Director would be PTD. The initial officer(s) and/or director(s) of the corporation is/are: Title: P/D Title: VP/D

Thank you both. The first problem is the mixed use of both titles throughout the bylaws, sometimes together and sometimes separately, which does not provide as a resource for any argument even in the effort to correct or define them. Article 6 Officers Section 1. Designation of Officers 1. The Officers of shall be a president, a vice president, a secretary, and a treasurer. Section 3. Election and Term of Office 1. The Term of Office of the Officers shall be one (1) full year. Nomination for Officers shall take place at the March monthly membership meeting. Officers shall be elected at the monthly membership meeting In April of each year. Elected officer will take office immediately following the vote tally and shall assume responsibility at the close of the meeting. Simple majority is necessary for deciding the election. A simple voice vote, followed by paper ballot if contested. Section 6. Duties of President The president shall be the chief executive officer of and chairman of the board of Directors of and shall supervise and control the affairs of and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of Directors. The president shall preside at all meetings of the board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of , execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of Directors. The president shall decide all questions of order. Article 7 Directors Section 1. Composition and Quorum 1. The Board of Directors shall be comprised of Directors as follows: a. The Officers as specified in Article 6 above b. One (1) At-Large Director who, while not being an officer: 1. Must be a regular member, in good standing, of at least 90 days, and who also ………………. 2. Is elected in the same fashion as an officer as stipulated in Article 6, Section 3 above 3. Has the same term as an officer, as stipulated in Article 6, Section 3 above 4. May be removed from office in the same fashion as an officer, as stipulated in Article 6, Section 4 above 5. Has vacancies filled in the same fashion as an officer, as stipulated in Article 6, Section 5 above 6. Will have such duties as may be assigned, from time to time, by the Board or Chairman of the Board 2. Three (3) members of the board of Directors shall constitute a quorum. Any member of the board of Directors may present a motion in writing for inclusion in the agenda of the board of Directors meeting. The motion and the action taken by the board of Directors will be recorded in the minutes of the meeting. Section 2. Qualifications 1. Directors shall be of the age of majority in this state. Other qualifications for Directors of this corporation shall be as follows: All Directors shall …………… Section 3. Powers 1. Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of Directors. Section 4. Duties 1. It shall be the duty of the Directors to: a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; b. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents, and employees of the corporation; c. Supervise all Officers, agents, and employees of the corporation to assure that their duties are performed properly; d. Meet at such times and places as required by these bylaws; 2. Members of the board of Directors may hold appointed positions. Section 5. Term of Office 1. Each director shall hold office for a period of 1 year and until his or her successor is elected and qualifies. Section 16. Indemnification by Corporation of Directors and Officers 1. The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Section 17. Insurance for Corporate Agents Except as may be otherwise provided under provisions of law, the board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asse1ted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

Please define (if there is) difference between Directors and Officers, specifically elected Officers and elected or appointed Directors, I do not find any references defining either, only that a board of directors may appoint an executive committee in RONR or our bylaws, which are being amended. The newly elected officers insist they are also Directors, which again is not defined in the bylaws. And they want to nominate and elect by the body an additional director with no job description or purpose, and is not prescribed in the bylaws. My experience in other organizations, albeit may have been a special rule or simply by specific design of the bylaws, is that there is (rules allow for) both an Executive Board/Committee of elected Officers "who manage the daily business of the (incorporated) organization", and a Board of Directors "who serve an advisory capacity" to the Executive Board and are appointed or elected as defined by the bylaws. Those organizations also included a Member-at-large with no specified job description (treasury, secretary, etc.) as one/two of the elected Officers. My feeling is that just looking at RONR if there is no difference intended/suggested, then there would not be two words - officers and directors, that one would be sufficient. So I feel they are making them "the same" out of some confusion or personal desire. I have more distinction of the two from the other experience but I'll hold that for the moment pending comments from the forum.