How can the members change the autocratic bylaws back

[Richard Brown]

On 10/3/2022 at 7:16 PM, Baofeng Ma said:

Based on the provision "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership", I am not sure if nominating a write-in candidate by an ordinary member is permissible and the approval is feasible.     

I agree.  My statement about write-in candidates was based on your statement, which was apparently not what you meant to say, that the board members are elected at  a membership meeting.  As you told us in a more recent comment, you had intended to say that new board members are elected at board meetings, not at membership meetings.  Therefore, general members would not be able to elect board members via write-in votes.

[Baofeng Ma]

On 10/3/2022 at 10:05 AM, puzzling said:

What kind of organisation is it anyway ?

Chapter II defines it as “nonprofit charitable society”.

The current president, one of three charter members, claims that the society has always been the private property of the three founding members in reality in an inner circle. However they don’t say this publicly because I believe they want to attract more public donations by the way of leaving a good impression of running for public service, and attract many members who are willing to providing their services. 

This might constitute cheating or a crime. 

Edited October 4, 2022 at 03:59 PM by Baofeng Ma
Correction

[Josh Martin]

On 10/4/2022 at 5:15 AM, Baofeng Ma said:

Chapter II defines it as “nonprofit charitable society”.

The current president, one of three charter members, claims that the society has always been the private property of the three founding members in reality in a inner circle. However they don’t say this publicly because I believe they want to attract more public donations by the way of leaving a good expression of running for public service, and attract many members who are willing to provide their services. 

This might constitute cheating or a crime. 

Based upon these additional facts, I would first suggest double checking on your earlier statement that the organization is unincorporated. While it is certainly possible to have an unincorporated nonprofit association, it is often desirable for an established society to be incorporated, for various legal reasons.

I would also note that while the organization's structure has been described here at various times as "autocratic," there is nothing wrong per se with an organizational structure in which all authority is held by the board. Such structures are not unusual. In such a case, the organization's members are not really "members" in the parliamentary sense but instead are donors and/or volunteers, and the board constitutes the governing body of the organization. In many cases, the members are perfectly fine with this arrangement. Of course, if the organization's members are not supportive of this structure (as you suggest is the case here), then that will cause conflict.

As to your other statements here, these are not parliamentary questions and are beyond the scope of RONR and this forum. Such questions should instead be directed to an attorney who is familiar with applicable laws concerning nonprofit associations.

In any event, to the extent that your organization's members wish to have an organization which is controlled (at least to some degree) by the members, I still see no parliamentary solution to this other than forming a new organization. It may be that there is a different solution in applicable law, but that is a question for an attorney.

Edited October 4, 2022 at 11:16 AM by Josh Martin

[Baofeng Ma]

On 10/4/2022 at 7:11 AM, Josh Martin said:

I would first suggest double checking on your earlier statement that the organization is unincorporated. While it is certainly possible to have an unincorporated nonprofit association, it is often desirable for an established society to be incorporated, for various legal reasons.

After I reviewed the earliest formation documents for the society, I tend to believe that the confusion is caused by the fact:

It is an unincorporated society and the bylaws did not state clearly how to address fundamental matters of governance. 

The underlying reason explained by some earlier board members is that the ambiguous wording in the bylaws is on purpose because the founding members want to control the society but at the same time to make the public and members believe that the authority belongs to the whole membership. Thus the bylaws give the authority of membership to remove the board members, but retain the power of the board removing this provision as Richard commented.

In one word, what the three founding members want is autocracy in reality but democracy viewed by the public and most members who does not pay attention to its running. 

Therefore, when more and more ordinary members realize that the membership does not enough power to be against the board’ decision, they either leave or make arguments, and cause the conflict.

Edited October 4, 2022 at 03:57 PM by Baofeng Ma
Correction

[puzzling]

incorporation has nothing to do with the bylaws or even the constitution. (the bylaws can only state the wish to make the organisation incorporated)

governing (state) law or a request of the organisation to a legal authority makes it incorporated (or not)

Incorporation is a legal term and is a question for an attorney.

Still puzzling what the organisation's purpose is, and what is against making a new (more democratic) organisation to replace it.

[Baofeng Ma]

On 10/4/2022 at 1:46 PM, puzzling said:

incorporation has nothing to do with the bylaws or even the constitution. (the bylaws can only state the wish to make the organisation incorporated)

The one thing for sure: there is no any legal document for the society. 

On 10/4/2022 at 1:46 PM, puzzling said:

what is against making a new (more democratic) organisation to replace it.

As far as I know, the one or two founding members controlled the important resources, for example, public donations, to run the society. No one knows how much he has received (not transparent at all), but everybody knows the money for running is from him. In return he also needs the society, including the so-called “members”, and “public service”, etc. to justify for more donations from somewhere that no one knows. Recently he resigned from the board because of some legal issues he faced, but still “remotely” controlling the board.

More specifically, after the society formed, one founding member used the society as a tool for attracting donations.   

Edited October 4, 2022 at 06:36 PM by Baofeng Ma
added more

[puzzling]

On 10/4/2022 at 7:19 PM, Baofeng Ma said:

The one thing for sure: there is no any legal document for the society. 

As far as I know, the one or two founding members controlled the important resources, for example, public donations, to run the society. No one knows how much he has received (not transparent at all), but everybody knows the money for running is from him. In return he also needs the society, including the so-called “members”, and “public service”, etc. to justify for more donations from somewhere that no one knows. Recently he resigned from the board because of some legal issues he faced, but still “remotely” controlling the board.

More specifically, after the society formed, one founding member used the society as a tool for attracting donations.   

you are still very vague,  my question was and is what is the purpose of the organisation?

 (running an society is just very vague what kind of society is it running ) what kind of public service is it (supposed) to be offering. (and do they do offer it)

how is it attracting public donations (and why do you think a new organisation will not attract them)

it is difficult to attract public donations without any legal document or footprint. (even a simple leaflet, website or notice on a public place can be interpreted as a legal document) 

 

if you think there is gross misleading of the public, illegal activity informing wistleblowing to police or council officials is a correct way of action.

 

[Baofeng Ma]

On 10/4/2022 at 5:30 PM, puzzling said:

what kind of public service is it (supposed) to be offering

I see. The society provides public service about something like adult education. It did provide. 

[Baofeng Ma]

On 10/4/2022 at 5:30 PM, puzzling said:

(even a simple leaflet, website or notice on a public place can be interpreted as a legal document) 

I have never thought that these can be interpreted as legal documents. If so, yeah, there are lots of leaflet, website or notice, which clearly indicate that all people except for board members are members, not volunteers. 

[Gary Novosielski]

On 10/4/2022 at 2:19 PM, Baofeng Ma said:

The one thing for sure: there is no any legal document for the society. 

As far as I know, the one or two founding members controlled the important resources, for example, public donations, to run the society. No one knows how much he has received (not transparent at all), but everybody knows the money for running is from him. In return he also needs the society, including the so-called “members”, and “public service”, etc. to justify for more donations from somewhere that no one knows. Recently he resigned from the board because of some legal issues he faced, but still “remotely” controlling the board.

More specifically, after the society formed, one founding member used the society as a tool for attracting donations.   

Ripped from the headlines.

[puzzling]

On 10/4/2022 at 10:48 PM, Baofeng Ma said:

I see. The society provides public service about something like adult education. It did provide. 

Something like adult education is likely to receive money / support from an  a local government/ welfare agency or council,  do contact them. Do they realise they support  an autocratic unincorporated organisation? 

Let me guess the education is provided by (cheap) unpaid members / volunteers

Hopefully it is not an organisation that promotes democracy in any way or form.

If there are other organisations that provide the same service , check if they are more democratic and join them (and persuade others to do so as well)

On 10/4/2022 at 10:59 PM, Baofeng Ma said:

I have never thought that these can be interpreted as legal documents. If so, yeah, there are lots of leaflet, website or notice, which clearly indicate that all people except for board members are members, not volunteers. 

Guess they don't put their constitution and bylaws on their website.

Get some legal advice, claiming that you have members probably  give those members membership rights via state law. 

But I am wondering if it all is worth it. Maybe it is better to accept your losses and invest your energy in a more  organisation 

[Baofeng Ma]

On 10/5/2022 at 1:25 AM, puzzling said:

Do they realise they support  an autocratic unincorporated organisation?

No one knows where the money was from. 

On 10/5/2022 at 1:25 AM, puzzling said:

Let me guess the education is provided by (cheap) unpaid members / volunteers

Yes, the education is provided by unpaid members. In contrast the trainees would get paid when they passed a certain test. 
 

On 10/5/2022 at 1:25 AM, puzzling said:

On 10/5/2022 at 1:25 AM, puzzling said:

Hopefully it is not an organisation that promotes democracy in any way or form.

Unfortunately it indeed promotes democracy. 

On 10/5/2022 at 1:25 AM, puzzling said:

But I am wondering if it all is worth it. Maybe it is better to accept your losses and invest your energy in a more  organisation 

On 10/5/2022 at 1:25 AM, puzzling said:

Guess they don't put their constitution and bylaws on their website.

I totally agree that investing energy is not worthy. I just wonder if there is a way to correct it according to RONR. 

No, they did not put the bylaws on their website.

[Baofeng Ma]

On 10/4/2022 at 5:30 PM, puzzling said:

if you think there is gross misleading of the public, illegal activity informing wistleblowing to police or council officials is a correct way of action.

I reported to the parent organization (that probably most people know here) of another society to which it is related closely in some way. 

It seems that no one cares. The organization needs more members for collecting fees.

[Dan Honemann]

On 10/5/2022 at 11:43 AM, Baofeng Ma said:

I reported to the parent organization (that probably most people know here) of another society to which it is related closely in some way. 

It seems that no one cares. The organization needs more members for collecting fees.

I think this conversation has reached a point where there is nothing further to discuss as far as RONR is concerned.

[Baofeng Ma]

On 10/5/2022 at 12:46 PM, Dan Honemann said:

I think this conversation has reached a point where there is nothing further to discuss as far as RONR is concerned.

Thanks for reminding. I have been thinking whether I should reply to it.