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Dave H

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  1. 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 Di
  2. 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.
  3. 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 Incorporat
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