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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?
Between board meetings, we have had 3 members of our board resign due to conflicts on the board. As a nonprofit, what is the process that needs to be done if they have submitted their resignations via email and will not be at the next meeting? A few are asking to see the emails. I am under the impression that we just need to make the resignations noted on the minutes and the board acknowledge them. We do not have anything in our bylaws on how to handle this situation. Thank you for your prompt assistance.