Improperly editing bylaws through use of incorrectly worded question presented to membership

[Jon]

Will try to keep this brief but understandable.

My board has 7 seats (each occupied by a member company), 3 seats of which are guaranteed to three member-companies. Our bylaws state these three member companies are guaranteed these seats as well as their future subsidiaries thereof. This provision for guaranteed seats must be ratified every 5 years by majority vote of the membership per bylaws.

1 of these member company declared bankruptcy and is legally and wholly a new corporation - which our legal council has confirmed does not meet the definition of a subsidiary and is therefore not the same company guaranteed a seat in our bylaws.

Nonetheless, our management company has sent out the question to the membership for ratification, and simply changed the name of the now bankrupt member company, to the new company which purchased their assets in bankruptcy. 

Not only is this not consistent with what the specific guaranteed seat bylaw states- it also appears to me to be an edit (or amendment) to our bylaws through changing the name of the listed company.

Our bylaws can only be amended by the board, per the bylaws - could I successfully make a point of order that the question cannot be asked as stated? And how would I do this if the vote is being made electronically and our next board meeting won't take place until after the vote is complete?

Thank you!

[Josh Martin]

48 minutes ago, Jon said:

Our bylaws can only be amended by the board, per the bylaws - could I successfully make a point of order that the question cannot be asked as stated?

Yes.

48 minutes ago, Jon said:

And how would I do this if the vote is being made electronically and our next board meeting won't take place until after the vote is complete?

Then I suppose it will not be possible to raise the Point of Order until the next board meeting. This could, however, still be done because the issue is a "continuing breach" as it is a main motion which conflicts with the bylaws.

[Richard Brown]

1 hour ago, Jon said:

And how would I do this if the vote is being made electronically and our next board meeting won't take place until after the vote is complete?

Do your bylaws provide for this type of electronic vote?  If not, that presents a problem.

[Jon]

4 minutes ago, Richard Brown said:

Do your bylaws provide for this type of electronic vote?  If not, that presents a problem.

Our bylaws do permit electronic vote, yes

[Guest Puzzling]

14 hours ago, Jon said:

Our bylaws state these three member companies are guaranteed these seats as well as their future subsidiaries thereof. This provision for guaranteed seats must be ratified every 5 years by majority vote of the membership per bylaws.

Puzzling about that ratification provision.

Have the seats been ratified in the last 5 years, and what happens if the majority rejects the guaranteed seats?

An easy option is maybe to "Recinct the last ratification of the guaranteed seat for A" . This motion needs previous notice and  a 2/3 vote (or a majority of the entire membership) doing it another way may result in litigation depending on how much the seat is worth.

[Jon]

The seats were last ratified 5 years ago - if the membership were to fail to ratify any one or more of the three I don’t assume the board seat would become vacant and require election to a 2 year term (since our bylaws indicate we have 7 seats) but it’s not clear. 

[Guest Puzzling]

10 hours ago, Jon said:

The seats were last ratified 5 years ago - if the membership were to fail to ratify any one or more of the three I don’t assume the board seat would become vacant and require election to a 2 year term (since our bylaws indicate we have 7 seats) but it’s not clear. 

I don't really understand what you mean with the above (here on this forum we prefer quotations  of bylaws over paraphrased versions)

But it seems that it is possible to rescind the ratification and so get rid of the guaranteed seats in a organised way.