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  1. 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?
  2. In the organization that I am a part of, we have a section of our bylaws that state the qualifications to hold/be nominated for a certain position. In these qualifications it references an outside guideline that our organization chose to adopt many years ago. It recently was brought up that there were several folks in these positions that did not meet the qualifications to hold/be nominated for that position because a certain qualification was supposedly stated in this outside guidelines however it was not specifically stated in the language of our bylaws. Recently it was enforced with one individual who is currently holding one of these positions and another individual who was trying to be nominated that they were not qualified to either be nominated or hold this position. Through research into this outside guideline and the history of it. It was determined that this outside guideline actually never stated anything about this certain qualification. It seems that most folks just assumed it did and were mis lead by those who were supposedly "parliamentarians" and experts on this outside guideline. My question is now that new information has come to light can either the organization or the Board of Directors of the organization go back and right the wrong?
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