Membership vote by the Board

[Guest Kurt Cazayoux]

Here is my situation... Our bylaws state that the board of directors must vote on every person that wants to become a member of the association.  We had one person, earlier in the year, that the board denied them a 2019 membership.  The association had a meeting of the members of the association and at that meeting the members changed to bylaws to do away with the board needing to vote on memberships.  Our bylaws stipulate that a change in the bylaws by the membership shall take effect immediately. The person that was denied membership earlier in the year, turned in a 2019 membership form after the meeting.  The question is, is her 2019 membership denial by the board in effect till the end of the year or does the change in the bylaws allow her to gain a 2019 membership?

[Josh Martin]

6 minutes ago, Guest Kurt Cazayoux said:

Here is my situation... Our bylaws state that the board of directors must vote on every person that wants to become a member of the association.  We had one person, earlier in the year, that the board denied them a 2019 membership.  The association had a meeting of the members of the association and at that meeting the members changed to bylaws to do away with the board needing to vote on memberships.  Our bylaws stipulate that a change in the bylaws by the membership shall take effect immediately. The person that was denied membership earlier in the year, turned in a 2019 membership form after the meeting.  The question is, is her 2019 membership denial by the board in effect till the end of the year or does the change in the bylaws allow her to gain a 2019 membership?

The latter, unless there are other rules on this subject I am not aware of. As you say, changes in the bylaws take effect immediately. So the motion which was adopted by the board to deny this person a 2019 membership no longer counts for anything.

Edited December 11, 2019 at 05:43 PM by Josh Martin

[Rob Elsman]

10 minutes ago, Josh Martin said:

So the motion which was adopted by the board to deny this person a 2019 membership no longer counts for anything.

The board decided not to extend a 2019 membership. In my opinion, a motion in the general membership assembly to extend a 2019 membership, countermanding a previous decision of the board, will require the vote needed for a motion to Amend Something Previously Adopted.

[Josh Martin]

27 minutes ago, Rob Elsman said:

The board decided not to extend a 2019 membership. In my opinion, a motion in the general membership assembly to extend a 2019 membership, countermanding a previous decision of the board, will require the vote needed for a motion to Amend Something Previously Adopted.

Even although the bylaws have been amended so that the board’s approval is no longer required?

[Richard Brown]

30 minutes ago, Rob Elsman said:

The board decided not to extend a 2019 membership. In my opinion, a motion in the general membership assembly to extend a 2019 membership, countermanding a previous decision of the board, will require the vote needed for a motion to Amend Something Previously Adopted.

I disagree and agree with Mr. Martin’s Opinion. The application for membership was denied at a time when membership required board approval. When  the bylaws were amended to abolish the requirement of board approval, I believe a new application is in order and that no further action by the board or membership is necessary.

Edited to add:  I believe that both interpretations are perhaps reasonable, though, and therefore If a point of order is raised, the chair will rule on the point of order subject to a possible appeal to the board or the membership for a final decision.

Edited December 11, 2019 at 06:33 PM by Richard Brown
Added last paragraph

[Rob Elsman]

Yes. While the board's power to extend membership in the future may have been rescinded, the previous decisions of the board are not affected.

[Richard Brown]

4 minutes ago, Rob Elsman said:

Yes. While the board's power to extend membership in the future may have been rescinded, the previous decisions of the board are not affected.

I still disagree. The board denied the prospective member’s application for membership at that time. A new application submitted after the change in the bylaws is not, in my opinion, subject to or bound by the board’s  previous rejection. I feel quite confident that the term of membership begins with the date of application or acceptance of the application, and is not retroactive to the beginning of the year.

Edited December 11, 2019 at 06:50 PM by Richard Brown
Corrected typo

[Atul Kapur]

I think that the term "a 2019 membership" is a red herring that has confused the situation. 

The Board did not accept an application for membership. Under the then-current bylaws, this meant the person did not become a member. Nothing says that this motion is still in force. 

The now-current bylaws have a different requirement for membership. The applicant submits a new membership and it is accepted under the new rules. 

In fact, if the old rules were still in place and the applicant re-submitted their application, the board would be able to accept the second application by a majority vote. This would be a Renewal of the motion to accept J. Doe's membership application.

[Gary Novosielski]

I think Messrs. Martin and Kapur have this right. Unless there are rules we don't know about that specify how long a rejection by the board continues to disqualify an applicant, I would assume that the decision applies to that current application and does not continue beyond that point.  As long as there is no other rule prohibiting an applicant from renewing an application for a certain period of time, the subsequent application is presumed to be valid.  As board approval was no longer required at that point, the earlier rejection by the board is of historical interest only.

[Josh Martin]

2 hours ago, Rob Elsman said:

Yes. While the board's power to extend membership in the future may have been rescinded, the previous decisions of the board are not affected.

I agree with this to the extent that the applicant did not automatically become a member at the moment the amendment was adopted. It seems to me, however, that the motion adopted by the board in this matter no longer has continuing force and effect, and that the applicant is free to submit a new application under the rules as they now exist (and has apparently done so).

I would add that it likely would have been prudent for the society to adopt a proviso to address this situation, but this apparently was not done.

Edited December 11, 2019 at 08:58 PM by Josh Martin

[Gary Novosielski]

It's certainly not reasonable to suggest that at the moment the bylaws were amended all historical rejection decisions of the board were reversed.  But it is quite reasonable to suggest that their previous decisions would not affect new applications.