Blackdogtravel

Thank you in advance for reading this lengthy post. Our national organization made changes to our bylaws to comply with the updated non-profit rules in our state of incorporation. The question has come from our membership committee about procedure. In the past, all motions and such were via email and voting was done with an electronic poll. It requires 3 of the 5 members to be a meeting quorum and 4 of the 5 members to approve an applicant. All the supporting material is sent to each committee member with discussion on such done in email communications. To meet the requirements now - see bylaws excerpts below - there must be full access during the meeting, etc. The procedure has been via Zoom, conference call, Facetime and other similar types. The basic question is: Can a motion to accept applicant be made to the committee via email, someone emails back the 2nd, then voting done via electronic poll, and then a meeting to accept the results OR Meeting called for motion to vote on the applicant, send to poll, and results reported by Chair? I excerpted the pertinent bylaw sections. 1. A majority of the Association members shall have access to the appropriate electronic meeting media, as verified by a review of the Association’s database. 2. The technology used for the electronic meetings shall allow the members full access to and full participation in all meeting transactions either continuously or intermittently throughout the specified time of the meeting. 3. Procedural rules related to the conduct of electronic meetings shall be set forth in the Administrative Procedures Manual by the Board of Directors. Then to drill down to the committee level: A Membership Committee composed of five (5) active members of the Association, one of whom shall be a voting member of the Board of Directors, shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of the Membership Committee to follow procedures set forth in Article I to receive and process applications for membership and applications for additional certifications. This committee's report shall be submitted to the Association for its approval at its annual meeting. (Article 1) After an application for membership has been processed and requirements by the applicant fulfilled, the application will then be acted upon by the Membership Committee by vote to accept or reject the applicant as a member. If not less than 2/3 affirmative votes are cast by the Committee, those voting affirmative being satisfied that the applicant has proved his/her understanding and ability to instruct that particular level of obedience work in which he/she is applying for certification, the applicant is approved as a member

The bylaws call for an Annual Meeting. Because of Covid, the Annual Meeting will be held as a Zoom meeting. This is allowed in the state of incorporation and, although a bit in the gray area of interpretation, allowed by the bylaws. I am more inclined to advise to call for a special meeting.

That helps me narrow it down. The bylaws state "General management of the Club's affairs shall be entrusted to the Board." It appears to me that the Board can make a decision. Also the bylaws have means for members to call for a special club meeting "upon receipt of a petition signed by 10% of the members of the Club who are in good standing." The President or majority of the Board are also allowed to call for a special meeting. Please correct me if my logic is incorrect.

The membership is spread all over North America. What would be the procedure for the membership to declare the election "null and void?"

How does one determine if the Board has no authority to be involved in the matter at all? Is there some place in Robert's that I should be reviewing? Thank you

"edit" to be more clear on the question -- should the election be declared "null and void" and then sent out according to the bylaws? Or is there another option? Our organization's secretary, who is new to the job, mailed election ballots to the membership but made two errors -- the nominees were not listed in alphabetical order and a blank envelope was not enclosed. The bylaws read " ..shall mail to each member in good standing a ballot listing all nominees for each contested position in alphabetical order with names of states in which they reside. together with a blank envelope and a return envelope addressed to the Secretary or the independent firm marked “Ballot” and bearing the name of the member to which it was sent. " Parts of the membership were in quite a dither because of the errors. The Board then tried to rectify the situation by polling the membership via email (note: email has not been approved as a method of communication by the bylaws) by asking if 1) the ballots should be resent, 2) members could provide their own blank envelope for the ballot, 3) email a new ballot with names in alphabetical order and have members supply their own blank envelope. The overwhelming response was #2. What, the opinion of those more versed in elections gone wrong, should the Board's action be? Thank you kindly for your help. Marti Kincaid