Members denied to vote when no disciplinary action is involved

[Tomm]

Members aren't being allowed to vote at their own Annual Membership Meeting because of the following Bylaw:

SECTION 4:  MEMBERSHIP MEETING RULES AND REGULATIONS

Robert’s Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at the discretion of the President.

Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board.

If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting.

I just discovered this text in the Articles of Incorporation:

The Bylaws of the Corporation shall prescribe the qualifications of Members and the terms of admission to membership, provided that the voting rights of all Members shall be equal and all Members shall have equal rights and privilege's, and be subject to equal responsibilities.

Questions: 

1. Can the Bylaws really prevent a Member from voting at their own Annual Membership Meeting?

2. Based on the Articles of Incorporation, and since Board members are also General Members of the corporation, should they be the only ones allowed to vote on motions presented by the Membership at Membership meetings? Aren't they considered "privileges" not afforded to every Member? The result of any vote on any particular motion affects ALL the Members of the corporation which doesn't appear to be providing equal rights to all Members? (Note: the Articles of Incorporation also say this: "The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.")

Kinda seems to me that even the Articles of Incorporation are in conflict with the term of "equal rights" regarding voting and privilege's?

 

 

 

[Joshua Katz]

On 2/6/2022 at 12:55 PM, Tomm said:

1. Can the Bylaws really prevent a Member from voting at their own Annual Membership Meeting?

 

Sure. 

 

On 2/6/2022 at 12:55 PM, Tomm said:

2. Based on the Articles of Incorporation, and since Board members are also General Members of the corporation, should they be the only ones allowed to vote on motions presented by the Membership at Membership meetings? Aren't they considered "privileges" not afforded to every Member? The result of any vote on any particular motion affects ALL the Members of the corporation which doesn't appear to be providing equal rights to all Members? (Note: the Articles of Incorporation also say this: "The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.")

 

Is it your contention that board members cannot vote on board matters, because non-board members cannot? If so, I would suggest rethinking your position.

These bylaws appear similar to those of most stock corporations, in which, with a few exceptions, the board is in control, and members mostly pass precatory resolutions, i.e. requests to the board. It doesn't follow, imo, that they don't vote on those things, it's just a matter of what sorts of things they are allowed to control.

 

[Tomm]

On 2/6/2022 at 11:02 AM, Joshua Katz said:

Is it your contention that board members cannot vote on board matters, because non-board members cannot?

Quite the opposite. I'm suggesting that the Members should be allowed to vote at their own annual membership meeting especially because the Articles of Incorporation states "In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

Granted, the board was established to run the corporation but are sub servant to the general membership. If the members shall prevail in a conflict then it seems to me they should be allowed to vote at their own meeting!

[Joshua Katz]

On 2/6/2022 at 1:13 PM, Tomm said:

Granted, the board was established to run the corporation but are sub servant to the general membership.

This is a rule in RONR. It is not always the case, in that any organization may choose to have difference provisions. As I suggested, stock corporations often have a different arrangement.

On 2/6/2022 at 1:13 PM, Tomm said:

Quite the opposite. I'm suggesting that the Members should be allowed to vote at their own annual membership meeting especially because the Articles of Incorporation states "In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

 

What's the conflict? They bylaws say what they say. That seems to refer to the simultaneous amendment procedure you've mentioned to us before. 

And, as I indicated, I would read the bylaw as saying the members can vote, but can only make precatory resolutions. All members can equally vote on precatory resolutions, no members may vote  (equally!) on binding motions, because you have adopted bylaws that prohibit them.

If the members don't like this, they should amend the bylaws, and their amendment will take priority over any attempt by the board to say otherwise. 

[Atul Kapur]

The members shall prevail in the event of a conflict regarding the bylaws. So if the wording of what the Board adopted regarding a bylaws amendment is different than the wording the membership adopted, the wording that the membership adopted prevails. But that doesn't necessarily generalize to all matters. [Standard disclaimer: I am not a lawyer and this is not legal advice, or even specific advice regarding your Articles because I have not read them all. This is all idle chat. In fact, the only advice I give you is to get qualified legal advice.]

On 2/6/2022 at 12:55 PM, Tomm said:

since Board members are also General Members of the corporation, should they be the only ones allowed to vote on motions presented by the Membership at Membership meetings? Aren't they considered "privileges" not afforded to every Member?

All members at the membership meeting have equal rights: not many at all. The fact that board members have the right to vote at board meetings doesn't give them more rights as members of the association.

You clearly want a different structure for your organization. I agree with Mr. Katz's characterization of it and it is common. Once again, the petition by 10% of the membership appears to be your mechanism to force votes on your proposals. I suggest you place your efforts there, as a first step to convincing a majority to agree with you so that you can prevail in the eventual vote.