Change made in Bylaws by individual to benefit herself - no vote by members

[Guest Jen]

Good Morning,
My name is Jen and I live in Pennsylvania.  Our township's volunteer fire department has an issue we have been trying to resolve and are asking for guidance. Our supervisors have decided not to help and our attorney is trying to guide us but is also the township solicitor.  I have also reached out to the attorney general's office of charitable organizations.
  So I have come here for any input to help  as residents and department.

I will get to the point.  We have bylaws that state anyone elected as chief must have at least 1 year as a lieutenant, first class chief etc.. as experience before being elected as chief.  
The current president wanted a gentleman in as chief this past election so (allegedly ) altered the bylaws and removed that part above.  She nominated a gentleman who had only been a member for 7 months and had no prior position in our department.  She handed these bylaws to a member who was told to "use these bylaws."  It was questioned during the election about the 1 year experience and the altered bylaws were shown stating that wasn't the case.  This gentleman ended up winning the election by a tie breaker ironically by the president who nominated him that evening.  
The member who noticed that these were the wrong bylaws went to the president and told her they were the wrong bylaws, she gasped and acted like she didn't know it.  BUT she never stopped everyone and told them that they needed to vote again or to resolve it.  (this was all in December)
We have done our research and all of the minutes there were no changes at all voted on for this set of bylaws.
We feel there are more involved as before the meeting 4 members were in a "secret" quorum including the president and had these altered documents to use. 
Nobody else has these altered bylaws.  Even the past chief does not have them.

We are racking our brains to come up with what excuses she might have when we can hopefully question her on why these are out there.  Will she say it was a mistake, she didn't realize it, etc... If she does say something like that, we found out that the supervisors were given these "false" bylaws a few weeks ago from the president so she is distributing them.  

Even if she truly didn't mean to send them or use them.  ( I try to find the good in all) She still did not do anything when notified that they were not the correct bylaws immediately following the election.

We feel this is a violation of the members and residents rights.  These bylaws are to be followed and not altered without a vote. Also, we are reading this could be a form of election fraud.  

A few of us are hoping to meet with her tonight to see if she can explain.  

Any insight would be greatly appreciated.
Thank you,
Jen 

[Rob Elsman]

Forgery is a crime. Call the police.

[Gary Novosielski]

It would be in order to establish a committee charged with investigating the possible existence of incorrect copies of the bylaws floating around.  The minutes are the authoritative source of what is and is not the correct text of the bylaws.  Familiarize yourself with any customized discipline procedures contained in (a correct copy of) your bylaws, and if they're silent, with the procedures outlined in RONR (12th ed.) §63, especially as it concerns the establishment of an investigative committee.  

It is not necessary that the resolution establishing this committee (see 63:9) include the name of the president or others.  It can be charged with investigating the bylaws situation and returning any recommendations, "including those related to any apparent wrong-doing it may discover."  If it fails to discover any convincing evidence of malicious behavior, it can still establish firmly what the bylaws actually say.

Ultimately, this may result in the removal of the president or others. but that's as far as RONR can take you.

Any criminal or civil litigation would be well beyond the scope of RONR, and will require the help of an attorney.  I doubt the police would take an interest in this situation, and would likely inform you that it's a civil matter, but that's guesswork on my part.

 

 

[puzzling]

On 3/2/2023 at 2:41 PM, Gary Novosielski said:

It would be in order to establish a committee charged with investigating the possible existence of incorrect copies of the bylaws floating around.  The minutes are the authoritative source of what is and is not the correct text of the bylaws.  Familiarize yourself with any customized discipline procedures contained in (a correct copy of) your bylaws, and if they're silent, with the procedures outlined in RONR (12th ed.) §63, especially as it concerns the establishment of an investigative committee.  

It is not necessary that the resolution establishing this committee (see 63:9) include the name of the president or others.  It can be charged with investigating the bylaws situation and returning any recommendations, "including those related to any apparent wrong-doing it may discover."  If it fails to discover any convincing evidence of malicious behavior, it can still establish firmly what the bylaws actually say.

Ultimately, this may result in the removal of the president or others. but that's as far as RONR can take you.

Any criminal or civil litigation would be well beyond the scope of RONR, and will require the help of an attorney.  I doubt the police would take an interest in this situation, and would likely inform you that it's a civil matter, but that's guesswork on my part.

 

 

I agree with the sentiment expressed in Mr Novosielski s answer but am wondering if the committee "charged with investigating the possible existence of incorrect copies of the bylaws floating around and who is responsible for them" is an investigation committee in the sense of section 63.

I think it is a normal committee in the sense of section 50.

If this committee has recommend (disciplinary) action against some officers or members a proper investigation committee (by section 63) needs to be set up (which could contain the same members) 

[Richard Brown]

It is apparent that any member can and perhaps should raise a  Point of Order that the newly elected chief does not meet the requirements of the bylaws to be chief and is therefore ineligible to hold the office and that his election as chief is null and void.  Requirements (qualifications) in the bylaws for holding office cannot be waived or suspended. Based on what we have been told, the president should rule the Point of Order well taken and that the election is null and void.

The ruling on the Point of Order, which ever way the president rules, is subject to appeal by one member appealing from the ruling of the chair and a second member seconding the appeal. The appeal is debatable, subject to special rules sit out in RONR in the section on appeals end it requires a majority vote to overturn the ruling of the chair. A tie vote sustains the ruling of the chair.  I am not able to give a citation at the moment, but it is the suction in RONR (12th ed.) on appeals.  I am confident someone will come along with the citation.

Since a violation of the bylaws of this type constitutes a continuing breach, the point of order can be raised at any time while this person is still in office.

Edited to add: it is not clear to me whether the president has actually declared the election null and void. In addition, even if she now says there needs to be a new election, she needs to make that ruling in a meeting and her ruling and the reason for it should be  be included in the minutes.

Edited March 2, 2023 at 03:58 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

On 3/2/2023 at 9:57 AM, puzzling said:

I agree with the sentiment expressed in Mr Novosielski s answer but am wondering if the committee "charged with investigating the possible existenIce of incorrect copies of the bylaws floating around and who is responsible for them" is an investigation committee in the sense of section 63.

I think it is a normal committee in the sense of section 50.

If this committee has recommend (disciplinary) action against some officers or members a proper investigation committee (by section 63) needs to be set up (which could contain the same members) 

I think the answer lies in what the charge is to the committee.  If it does not mention discipline, wrongdoing, or allegations thereof, then it can't return charges.  But that's why I included the language I did, so that it was free to investigate not only what was done wrong, but whodunnit. 

I don't think the rules require that a resolution to create an investigative committee must state that it's being done under provisions of §63.  Nor do I think it has to include allegations or named suspects in the resolution, because those, or other, allegations might arise in the course of its investigations.  Its charge just has to authorize it to recommend actions concerning discipline if any are appropriate.  

I'd welcome other opinions.

[Guest jen]

On 3/2/2023 at 10:44 AM, Richard Brown said:

It is apparent that any member can and perhaps should raise a  Point of Order that the newly elected chief does not meet the requirements of the bylaws to be chief and is therefore ineligible to hold the office and that his election as chief is null and void.  Requirements (qualifications) in the bylaws for holding office cannot be waived or suspended. Based on what we have been told, the president should rule the Point of Order well taken and that the election is null and void.

The ruling on the Point of Order, which ever way the president rules, is subject to appeal by one member appealing from the ruling of the chair and a second member seconding the appeal. The appeal is debatable, subject to special rules sit out in RONR in the section on appeals end it requires a majority vote to overturn the ruling of the chair. A tie vote sustains the ruling of the chair.  I am not able to give a citation at the moment, but it is the suction in RONR (12th ed.) on appeals.  I am confident someone will come along with the citation.

Since a violation of the bylaws of this type constitutes a continuing breach, the point of order can be raised at any time while this person is still in office.

Edited to add: it is not clear to me whether the president has actually declared the election null and void. In addition, even if she now says there needs to be a new election, she needs to make that ruling in a meeting and her ruling and the reason for it should be  be included in the minutes.

 

[Guest Jen]

I truly appreciate all of your comments.  We are to have a trustee meeting tonight with the President.  Again, there are 2 trustees which are involved also.  This is a mess.  We just want the President removed and the election be null and void as the bylaws were changed without being approved.  This whole election would have to be redone and there is nothing in the bylaws that states what is to be done in this type of situation.  It is sad that the President and a few other officers felt the need to try to get away with changing these bylaws to benefit themselves just because they didn't "like the chief."  It leaves the department without knowing who runs the meetings and calls.  Obviously the newly elected should not be in office due to the fraudulent changes in bylaws.    I am hoping to have my "ducks in a row" for tonight's meeting.  It is a lot of information to understand when I am just a little business owner not an attorney.  If anyone could help with putting it into layman's terms for me I would appreciate it.  
I am not sure what Point of Order is.  
I guess if you were in my situation how would you proceed?  
It is going to be a battle as these corrupt individuals really thought they had this hidden and nobody would figure it out. 
Thank you,
Jen