Baofeng Ma

On 10/4/2022 at 5:30 PM, puzzling said:

(even a simple leaflet, website or notice on a public place can be interpreted as a legal document) 

I have never thought that these can be interpreted as legal documents. If so, yeah, there are lots of leaflet, website or notice, which clearly indicate that all people except for board members are members, not volunteers. 

On 10/4/2022 at 5:30 PM, puzzling said:

what kind of public service is it (supposed) to be offering

I see. The society provides public service about something like adult education. It did provide. 

On 10/4/2022 at 1:46 PM, puzzling said:

incorporation has nothing to do with the bylaws or even the constitution. (the bylaws can only state the wish to make the organisation incorporated)

The one thing for sure: there is no any legal document for the society. 

On 10/4/2022 at 1:46 PM, puzzling said:

what is against making a new (more democratic) organisation to replace it.

As far as I know, the one or two founding members controlled the important resources, for example, public donations, to run the society. No one knows how much he has received (not transparent at all), but everybody knows the money for running is from him. In return he also needs the society, including the so-called “members”, and “public service”, etc. to justify for more donations from somewhere that no one knows. Recently he resigned from the board because of some legal issues he faced, but still “remotely” controlling the board.

More specifically, after the society formed, one founding member used the society as a tool for attracting donations.   

On 10/4/2022 at 7:11 AM, Josh Martin said:

I would first suggest double checking on your earlier statement that the organization is unincorporated. While it is certainly possible to have an unincorporated nonprofit association, it is often desirable for an established society to be incorporated, for various legal reasons.

After I reviewed the earliest formation documents for the society, I tend to believe that the confusion is caused by the fact:

It is an unincorporated society and the bylaws did not state clearly how to address fundamental matters of governance. 

The underlying reason explained by some earlier board members is that the ambiguous wording in the bylaws is on purpose because the founding members want to control the society but at the same time to make the public and members believe that the authority belongs to the whole membership. Thus the bylaws give the authority of membership to remove the board members, but retain the power of the board removing this provision as Richard commented.

In one word, what the three founding members want is autocracy in reality but democracy viewed by the public and most members who does not pay attention to its running. 

Therefore, when more and more ordinary members realize that the membership does not enough power to be against the board’ decision, they either leave or make arguments, and cause the conflict.

On 10/3/2022 at 10:05 AM, puzzling said:

What kind of organisation is it anyway ?

Chapter II defines it as “nonprofit charitable society”.

The current president, one of three charter members, claims that the society has always been the private property of the three founding members in reality in an inner circle. However they don’t say this publicly because I believe they want to attract more public donations by the way of leaving a good impression of running for public service, and attract many members who are willing to providing their services. 

This might constitute cheating or a crime. 

On 10/3/2022 at 12:50 PM, Richard Brown said:

Apparently only board members can nominate members for election to the board, but per RONR write in candidates would be permissible unless the bylaws specifically prohibit write-in votes and require, as a qualification for election, that proposed board members be nominated by an existing board member.  45:14 and 46:2, RONR (12th ed.). 

The nomination and approval of a new board member happened in board meetings. 

Based on the provision "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership", I am not sure if nominating a write-in candidate by an ordinary member is permissible and the approval is feasible.     

On 10/3/2022 at 12:50 PM, Richard Brown said:

In one place he says that election to the board requires that "A new member shall be nominated by a board member and approved by a two-third vote of the board membership", but in another post he says "Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting". (Emphasis added).  So, it appears unclear as to whether the membership plays a part in the selection of board members.

Sorry for not being clear because of my typing mistakes. It should be "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership" 

On 10/2/2022 at 9:08 PM, Alicia Percell said:

While it's oddly worded ("shall" is a mandatory word, so must a board member be removed at every membership meeting?), at least it gives you a lot of flexibility for the membership to remove board members.  It doesn't put limitations on the reasons for removal, and it isn't a complex process. 

Yes, no limitations on the reason. In annual meetings the name of each board member is put on the ballot. So it looks that a board member can be easily removed according to the provision. However, practically there were a few of votes against board members. The attendance was always low, ~20, consisting of board members and their friends. I am investigating the reasons. One reason might be that the “potentially dangerous” ordinary members had been forced out before the meetings. 

On 10/2/2022 at 9:08 PM, Alicia Percell said:

Since the board members elect the other board members, do your bylaws make provision for the extreme case in which there are zero board members left (all removed by membership, or all of them resign at once)?  If the membership were to remove each of the board members by majority vote at a membership meeting, how would you get that one starter board member in place to appoint the rest and amend the bylaws?

The bylaws have no provision for the extreme case because there were almost no member voting against them, or only a few if any in the past. 

The early bylaws list the first group of board members and the revision has no this provision, meaning the existing bylaws won’t work for a new society.

On 10/2/2022 at 9:08 PM, Alicia Percell said:

what arguments were made to the membership that successfully talked them into handing over this much power to the board.

I am curious too. I am investigating it and will keep updated.

Thank you for these thoughts.

On 10/1/2022 at 9:48 PM, Josh Martin said:

(Although I would like to see more details to confirm this. The provisions you have cited grant the board the power to fill vacancies, but do not specify the manner in which board members are elected in the first place.)

The bylaws only specify:

On 9/30/2022 at 10:02 PM, Baofeng Ma said:

A new member shall be nominated by a board member and approved by a two-third vote of the board membership.

Practically, it is not urgent to fill the vacancy because the number is not constant.

On 9/30/2022 at 10:02 PM, Baofeng Ma said:

The number of board members ranges from 5 to 11.

If a candidate chosen by one officer is suitable, the board would approve it. If one board member is not cooperative or is against their privileges, many other board members would expel this person out of the board. Many members have been forced out of board, including one previous president. 

On 10/1/2022 at 5:11 AM, Alicia Percell said:

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules.  It does not limit what can be done with a bylaw.

To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says:

"Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization."

You showed us that officers are appointed by the board, but how are non-officer board members chosen?  By the membership at something like an annual meeting?  If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership.

Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

Yeah, you are correct. In addition, RONR (12th ed.) 56:2 has a similar description. But I always feel there is something wrong because the membership has almost no control of the society's business. This is very similar to the situation of an authoritarian regime where its citizens have no right to elect their leaders and no right to make their laws. 

It looks that it is no longer a deliberative assembly. RONR (12 ed.) 1:1 

On 10/1/2022 at 8:57 AM, Joshua Katz said:

You could dissolve the organization and form a new one. It sounds like the membership, at some point, took itself out of the position of having a role in running the organization, and it will be hard to get it back if the current board doesn't want to give it up.

Another thought: is the organization incorporated? If so, you might check how to amend the articles of incorporation. If not, one possibility is to incorporate, and write articles of incorporation that will return control to the members. But it's probably not worth it, and dissolving is simpler.

According to RONR (12th ed.) 55:6, "It is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them". 

The bylaws specify: The bylaws may be amended by a two-third vote of the board membership with a 7-day notice. 

It looks that the membership does not have the role in dissolving this unincorporated society. 

Removed because edited.

On 10/1/2022 at 5:11 AM, Alicia Percell said:

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules.  It does not limit what can be done with a bylaw.

To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says:

"Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization."

You showed us that officers are appointed by the board, but how are non-officer board members chosen?  By the membership at something like an annual meeting?  If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership.

Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

The membership meeting has no part of election. The board members have not any term limits.

The bylaws specify:

Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting.

The annual membership meeting shall be in October or November. A board member shall be removed by a majority vote in a membership meeting. 

On 9/30/2022 at 10:47 PM, Richard Brown said:

And your question is???

if your question is, “how can we change the bylaws back?“, I’m afraid the best answer I can give you is to elect board members who will commit to changing the bylaws back. You can also pressure the dickens out of the board members currently in the office to change the bylaws back.

if this organization is incorporated or is a homeowner type association, there’s a possibility that state law might give the members the right to amend the bylaws and/or to elect the officers. Any such provision would supersede the provisions in the bylaws.

My question is how the ordinary members change the bylaws back.

It is an unincorporated society.

Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power.  When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. 

I am wondering if it is acceptable to declare that the bylaws is illegitimate because the bylaws is against the fundamental principle of parliamentary law, for example, depriving its members (except board members) of the basic voting right in both electing its leaders and making rules for the society).

RONR (12th ed.) 25:9

Background:

One society passed an autocratic bylaws depriving its members of electing the officers and amending the bylaws. Many members have tried to change back for many years but failed. 

It is an unincorporated society. The membership meeting has no part of election. The board members have not any term limits. Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power.  When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. 

The bylaws have some rules limiting its further amendments practically by its ordinary members or some board members: 

Article IV

meetings

The annual membership meeting shall be in October or November. A quorum in a membership meeting is 20.

A board member shall be removed by a majority vote in a membership meeting. 

Article V,

Officers and Board

The officers of the organization shall be the president, secretary and treasurer. The officers shall be nominated by a board member and appointed by a majority vote of the board membership.

The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the board membership.

Article VIII

Amendment of Bylaws

The bylaws may be amended by a two-third vote of the board membership with a 7-day notice.

Chapter Quorum in Parliamentary Law (P356):

"Since it is impracticable to secure the attendance of all the members of a society at many of its meetings, it is necessary to allow a certain proportion of the membership to transact the business of the society." 

This sentence also states the reason why the quorum is set. In other words, if all members are present, the quorum can be waived automatically.    

On 9/14/2022 at 6:47 PM, Dan Honemann said:

 

Yes, we've known this to be true for quite some time.

I read the book carefully again. The requirement of a quorum is a protection against unrepresentative action. If all members are present, these represent the society fully, and there is no need of the protection at all. RONR (12th ed.) 3:3

You are awesome.

👏

On 9/14/2022 at 3:10 PM, George Mervosh said:

If all members of the society are present at a regular or properly called meeting, the quorum requirement can be suspended and you can approve your new member.  RONR (12th ed.), 25:10

Then your society may want to consider amending the quorum requirement in the bylaws.

If bylaws of a society requires electing office by ballot, and the society did it by voice, the action should be what RONR 12ed. 23:6(e) says. If a member is allowed to call for a point of order when there is no business pending, the point of order is a main motion. Is it correct?