Membership Rights to Attend Meetings

[M Goodman]

In our club we have currently have 4 types of memberships which I will list below with their descriptions. I will also add the meeting section below that in case it will help answer the question My question is, do associate and breeder sponsored membership retain the right to attend meetings? Clearly they do not have the right to vote, but are they allowed to attend and possibly be heard? Would love to hear answers as I cannot find in the RONR where this is addressed except for a blurb about making distinctions in bylaws.  Would appreciate any and all thoughts on this. Thanks in advance.

SECTION I. Eligibility. There shall be four types of membership open to all friends of the breed, 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of PWDCGC: Single, Family, Associate, and Breeder-Sponsored membership.

Membership – That Membership as described in SECTION III of this ARTICLE.

While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of pet owners, exhibitors, and breeders in the greater Chicagoland area.

SECTION II. Dues. Membership dues shall not exceed $50.00 per year, payable on or before the 1st day of June each year. The Board of Directors may adopt such dues policies for purposes of partial year membership and reduced dues from membership as it deems appropriate, but not to exceed the maximum amount herein specified. No member may vote whose dues are not paid for a current year. During the month of April, the Treasurer, or designee, shall send to each member a statement of dues for the ensuing year.

SECTION III. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by the Constitution and By-laws of the Portuguese Water Dog Club of Greater Chicagoland, and the rules of the American Kennel Club and the Portuguese Water Dog Club of America, Inc. The application shall state the name, address, and interests of applicant and it shall carry the endorsement of two members in good standing. Accompanying the application,
the prospective members shall submit dues payment for the current year.All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the club following its receipt. At the next Club meeting, the application will be voted upon. The affirmative votes of 2/3 of the membership present and voting at that meeting shall be required to elect the applicant.

 Single membership with all rights, privileges, and responsibilities has one vote at PWDCGC meetings; member must be present to vote.
 Family membership with all rights, privileges, and responsibilities has up to two votes at PWDCGC meetings; member(s) must be present to vote.
 Associate membership will receive Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office.
 Breeder Sponsored membership will be for the balance of the current membership year. Breeder Sponsored membership will receive the Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office.

Applicants for membership who have been rejected by the Club may not re-apply within six months after such
rejection.

 

SECTION I. Club Meetings. The Club shall have three general meetings during the year. The meeting in the 4th quarter shall be for the purpose of Election of Officers and Directors. This meeting shall be held during the month of October. This meeting shall be held within the greater Chicago area at such hour and place designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be no less than 20% of
the voting members in good standing.
SECTION II. Special Club Meetings. Special Club meetings may be called by the President, or by a vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board. Such Special Meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the
meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be no less than 20% of the voting memberships in good standing.
SECTION III. Board Meetings. Meetings of the Board of Directors shall be held quarterly or more frequently within the greater Chicago area at such hour and place as may be designated by the Board. Meetings may not be held by telephone or fax. Board of Directors meetings may conduct meetings via videoconferencing
and teleconferencing. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
SECTION IV. Special Board Meetings. Special meetings of the Board may be called by the President; or may be called by the Secretary upon receipt of written request signed by at least three members of the Board. Such special meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person authorized to call such meeting. Written notice of such meeting shall be mailed or emailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such
notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such meeting shall be a majority of the Board.
SECTION V. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Club at which they are present as per the membership paid (either single or family, as stated in ARTICLE I SECTION III). Proxy voting will not be permitted at any Club meeting or election.

 

 

[Atul Kapur]

18 minutes ago, M Goodman said:

Would love to hear answers as I cannot find in the RONR where this is addressed except for a blurb about making distinctions in bylaws. 

You won't find an answer in RONR because RONR only recognizes one class of member, that with all rights of membership. RONR (12th ed.) 1:4

Therefore, your club will have to resolve any ambiguity in your own bylaws. 56:68(1)

Once the decision is made, you should amend your bylaw to include the clear answer.

[Richard Brown]

4 hours ago, M Goodman said:

My question is, do associate and breeder sponsored membership retain the right to attend meetings? Clearly they do not have the right to vote, but are they allowed to attend and possibly be heard?

I agree that the response above by Dr. Kapur is correct and in accordance with RONR and that ultimately your membership will have to resolve any ambiguity in its bylaws.  I will note, however, that I, along with many others who  regularly post on this forum, are of the opinion that unless the bylaws clearly provide otherwise, members have all rights of membership except those rights which are specifically excluded.  Therefore, in your case, since the right to vote is the only right specifically excluded, all classes of members retain all of the other normal rights of membership, including the right to attend (and to be given notice of) meetings, to speak in debate, and to make motions.

Ultimately, however, only your membership can interpret and determine the intent of your bylaws.  It is the opinions of your members that count, not the opinions of those of us posting here.

btw, I agree with Dr. Kapur that your bylaws should be amended to clarify this ambiguity.

 

[M Goodman]

Believe or not, I found something in the 12 edition that actually answers the question! That being said, not being a parliamentarian and not being able to understand all the language, I can't understand the answer RONR provided!!!! I found the answer in 56.68 under number 8. I will write it out completely as I do not know if I am cited the location of it correctly. The answer they give is confusing to me personally.

8 In cases where the bylaws use a general term and also two of more specified terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms.  Where the bylaws provide in the basic enumeration of the classes of membership that " members may be active, associate, or honorary, " the general term "member" is used to apply to all three classes of members. But if, in the article on Members, it is stated that members may be either active or associate members, or if in the article simply describes "members" without classification, as in the Sample Bylaws, Article III (56:61), the term "member" applies only to those classes or that class of members, even if honorary members are provided for elsewhere-in which case honorary membership is not real membership. Similarly, if the bylaws provide for "elected officers" and " appointed officers" the word "officer" or the expression " all officers" used elsewhere in establishing the term during which office shall be held, applies to both the elected and the appointed officers.

Kind of related and I hope to tie this in my next paragraph-please bear with me because I am so new at this-in the same chapter (I hope that is the correct term) the above references 56:61 in which it has a sample of honorary membership in which the sample states the honorary member has the all of the privileges except for making motions, voting and holding office.

Now, looking at our  bylaws in my original post, all the classes are including under the general term membership "SECTION I. Eligibility. There shall be four types of membership open to all friends of the breed, 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of PWDCGC: Single, Family, Associate, and Breeder-Sponsored membership." So according to RONR (at least the way I read it-still a bit confused). When the word members is used in our bylaws it refers to 4 classes of members. Therefore, all members are allowed to attend meetings correct? While 2 classes of membership are not allowed to vote, they still retain the right to attend and make motions. I think my way of reading this is bolstered by the fact that like above in our bylaws it specifically states who is allowed to vote at meetings (single and family) which would mean that other types of members could be present. "SECTION V. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Club at which they are present as per the membership paid (either single or family, as stated in ARTICLE I SECTION III). Proxy voting will not be permitted at any Club meeting or election." I also believe my argument, that all members are allowed to "attend" meetings is further bolstered by the sample of honorary member they give is excluded and not a real membership. Why I believe it is bolstered by their example of who is not a real member is that it states in the example that the honorary member cannot hold office, vote or make motions. So, where would an honorary member be voting or making motions if they were not allowed in meetings? Then there is a lesser citation concerning writing the membership section of bylaws, 56:16, that also seems to bolster my argument " .....(1) classes of members-as "active," and "associate," and the like-with any distinctions being set forth, and, as applicable, the or of each, and any limitations on their number... ". Our bylaws state nothing about them not attending meeting, not being able to make motions, just that they cannot vote.

In essence, since finding the new citation in RONR, it is my now my firm interpretation that our bylaws state that all classes of members are afforded the right to attending meetings. I would like to make an argument as to such to our membership as it is directly tied to another issue of great importance to out club.

Given the new citation found, do you think my interpretation/opinion is valid. Please tell me if I am on target or my thinking is way off base. Thank you both for answering ! I am looking forward to your opinions! Good or bad!

 

[M Goodman]

5 hours ago, Richard Brown said:

I agree that the response above by Dr. Kapur is correct and in accordance with RONR and that ultimately your membership will have to resolve any ambiguity in its bylaws.  I will note, however, that I, along with many others who  regularly post on this forum, are of the opinion that unless the bylaws clearly provide otherwise, members have all rights of membership except those rights which are specifically excluded.  Therefore, in your case, since the right to vote is the only right specifically excluded, all classes of members retain all of the other normal rights of membership, including the right to attend (and to be given notice of) meetings, to speak in debate, and to make motions.

Ultimately, however, only your membership can interpret and determine the intent of your bylaws.  It is the opinions of your members that count, not the opinions of those of us posting here.

btw, I agree with Dr. Kapur that your bylaws should be amended to clarify this ambiguity.

 

Thank you so much for your response! I happened to accidentally run across a section in RONR that addresses my question and posted below! I would appreciate your input and opinion if I am on target or not!

[M Goodman]

10 hours ago, Atul Kapur said:

You won't find an answer in RONR because RONR only recognizes one class of member, that with all rights of membership. RONR (12th ed.) 1:4

Therefore, your club will have to resolve any ambiguity in your own bylaws. 56:68(1)

Once the decision is made, you should amend your bylaw to include the clear answer.

Thank you so much for your response! I happened to accidentally run across a section in RONR that addresses my question and posted below! I would appreciate your input and opinion if I am on target or not!

[Atul Kapur]

Sure, it seems like a reasonable argument to me. However, I'm not the one you need to convince. You need to craft an argument that the members will understand and agree with. After all, they are the ones who will decide whether your argument carries the day or not. So you should be testing it on fellow members who you are close with and see what they think.

[Guest Puzzling]

20 minutes ago, Atul Kapur said:

Sure, it seems like a reasonable argument to me. However, I'm not the one you need to convince. You need to craft an argument that the members will understand and agree with. After all, they are the ones who will decide whether your argument carries the day or not. So you should be testing it on fellow members who you are close with and see what they think.

You could argue that a members meeting is a "' Club sponsored event" and all  sponsored or associate members are by the bylaws  able to attend Club sponsored events.

(Do not make the point that if this was taken further it would also apply to board meetings)