Dave H

Thank you for your replies. As I said it is a complicated issue and there is no clear cut avenue for the Board to unilaterally change Articles and especially bylaws. It refers back to statutes that, in plain language-not to be confused with how it is legally interpreted, says, members of non stock companies are the same as stockholders in stock companies. Statutes also describe stockholders as voting on amendments to AOI. That is all stuff that will have to be worked out in court, if it goes there. I was more wondering about the conduct during the process, where 40% of the Board of Directors were kept completely in the dark about the formation, preparation, and presentation of AOI amendments until the meeting upon which they were voted upon. On the surface it appears if there were some clandestine, "semi" board meeting for all the article amendments to be worked out ahead of the meeting.

The Board first changed the Articles to apparently justify their vote to change the bylaws. It is a convoluted situation and likely not done. However in their changes they removed the Roberts Rules as a basis for proceedings and the action of keeping the minority share of board completely in the dark before the presentation and vote at the same meeting, made me wonder if there was a parliamentary proceeding that was not followed.

Recently a non profit member organization with a corporate staff, was presented with legally submitted bylaws. A minority of the Board members supported the bylaw changes which require a vote by membership to be passed per the AOI and existing Bylaws. The corporate staff objected to the amendments and the Board chair is also in opposition to the proposed bylaw amendments. Due to the covid concerns the amendments were placed on tolling until they were to be discussed at a regularly scheduled board meeting. At that board meeting, a new set of amendments to both the Articles of Incorporation and Bylaws were submitted by the Chair, who also had the vote of the majority of board members (a 5 to 4 majority). Those presented amendments were presented without any knowledge of the board members in the minority. They were voted on at that meeting and passed by the 5-4 vote of board. The Chair was also in favor. The original Bylaws stated that proceeding would be conducted in accordance with Roberts Rules of Order. The new ones state that proceeding will be conducted by "rules of procedure as determined by the Chairperson." My question is were Roberts Rules of Order broken when keeping a minority share of Board members uninformed prior to a vote on Articles of Incorporation amendments?