Bylaws question

[rondao]

at the club's june meeting it members voted to amend the bylaws to say:

"Active membership requires attending of at minimum three meetings per year, and participation in 2 events per year." 

This makes no sense to me as their is no definition of a year.  What about new members, are they not "active" members until they have fulfilled the requirements? And a few other questions.  No response.  

The only reference to "active" members is mention that only "active" members can vote.  

Is this bylaw enforcable?

[Joshua Katz]

On 10/24/2023 at 5:20 PM, rondao said:

Is this bylaw enforcable?

Yes. To the degree it is ambiguous, the organization will need to decide what it means via points of order and appeals. It certainly means something. Personally, absent another definition, I'd think it means January 1 to December 31, and I have no idea what to do with those who join December 1, but again, it's all for the organization to figure out.

[Bruce Lages]

Have you also adopted procedures for ensuring that accurate attendance records are obtained for each meeting and event?

 

 

[rondao]

To tell the truth, the reason for this bylaw change was to silence opposition.  The current board did some things that were against the bylaws, RR and state law and when confronted had the attitude "oh well, what are you going to do about it".  A good portion of the membership stopped coming to meetings and those are the ones that would be considered "inactive".   I see this as a way of maintaining control.  

[rondao]

I also asked them this.  No answer.  I asked about what they considered a year.  No answer.  A robust membership of over 70 people is now reduced to 23.  At the same time, they reduced the quorum to 15% so 4 people can run the club.  This is a club that had over $100,000 in assets but they blew through $20,000 in a month.  When asked about it, I was pretty much told it was none of my business.  

[Weldon Merritt]

On 10/24/2023 at 4:33 PM, rondao said:

A good portion of the membership stopped coming to meetings and those are the ones that would be considered "inactive". 

if they're mot coming to the meetings, then they effectivity don'ts have a voice anyway, and they might as well be inactive. Members who don't attend are have no real ground to complain if they don't like what is happening. It may take some work, but the way to region in a rogue board is to9 show up and exercise your rights.

[rondao]

about 10% of the membership are snowbirds and do not come to meetings in the winter.  These are life members with over 20 years of membership.  They come up and help in the summer and come to meetings.  I find this really disrespectful of members who have helped build this club.

[Weldon Merritt]

On 10/24/2023 at 5:50 PM, rondao said:

bout 10% of the membership are snowbirds and do not come to meetings in the winter.  These are life members with over 20 years of membership.  They come up and help in the summer and come to meetings.  I

Well that's a bit different from the impression you gave when you said that they just "stopped coming to meetings." 

On 10/24/2023 at 5:50 PM, rondao said:

I find this really disrespectful of members who have helped build this club.

Then vote against the amendment and urge others to do so as well. Maybe evens some of teh "snowbirds" could be persuaded to show up if they klnow their rights are about to be affected.

[Gary Novosielski]

On 10/24/2023 at 5:20 PM, rondao said:

at the club's june meeting it members voted to amend the bylaws to say:

"Active membership requires attending of at minimum three meetings per year, and participation in 2 events per year." 

This makes no sense to me as their is no definition of a year.  What about new members, are they not "active" members until they have fulfilled the requirements? And a few other questions.  No response.  

The only reference to "active" members is mention that only "active" members can vote.  

Is this bylaw enforcable?

Yes.  I'm afraid even very badly drafted bylaws are enforceable, if a sufficient number of people vote them in without carefully considering the consequences.  Of course, if that never happened, this would be a much quieter forum.

[Josh Martin]

On 10/24/2023 at 4:20 PM, rondao said:

This makes no sense to me as their is no definition of a year.

I would expect that, if no other definition of this term is provided, it has its ordinary dictionary meaning.

I concur that even then, however, there is some ambiguity as to when the year starts and stops.

On 10/24/2023 at 4:26 PM, Joshua Katz said:

Yes. To the degree it is ambiguous, the organization will need to decide what it means via points of order and appeals. It certainly means something. Personally, absent another definition, I'd think it means January 1 to December 31, and I have no idea what to do with those who join December 1, but again, it's all for the organization to figure out.

I'm not certain it means January 1 to December 31. That's certainly one reasonable interpretation. But I would think one annual meeting to the next would also be reasonable.

On 10/24/2023 at 4:20 PM, rondao said:

What about new members, are they not "active" members until they have fulfilled the requirements?

I think there is ambiguity in this matter. It may be the provision means a person is not an "active" member until they have fulfilled the requirements. In the alternative, it may be that new members are presumed to be "active," and remain as such until they fail to meet the requirements.

On 10/24/2023 at 4:20 PM, rondao said:

Is this bylaw enforcable?

Yes.

There is no doubt that the bylaw should be amended for clarity (to the extent the organization wishes to keep it). But a rule in the bylaws must be followed, no matter how ill-advised or poorly written the rule may be.

[rondao]

Since the bylaws say there are six types of membership and they go on to talk about active membership.  Is it safe to say that since "active member" is not defined it is not a type of membership?

Section 1:  Eligibility: There shall be six types of membership, all of which require that the person(s) be in good standing with the American Kennel Club and subscribe to the purposes of this Club.   

(1)     Regular Member:  Open to persons adults 18 years or older.  This membership includes voting privileges, Club benefits and holding office.

(2)     Family Members:  Open to 2 adult members and their children of the same household.  This membership includes holding office and voting privileges for the adult members.  All Family Members are entitled to Club benefits.

(3)     Junior Member:  Open to persons ages 8 through 17 years, who have no voting privileges and may not hold office, but who are entitled to Club benefits.  They may convert to regular membership upon reaching their 18^th birthday.

(4)     Associate Member:  Associate Members have Club benefits, but no voting privileges and cannot hold office. (5)     Life Member:  Open to individuals who have been members for not less than 20 years.  This membership includes voting privileges, Club benefits and holding office.

(6)     Honorary Member:  An individual who has made significant contributions to the Club.  Honorary Members have Club benefits but no voting privileges and cannot hold office.

Active membership requires attending of at minimum three meetings per year, and participation in 2 events per year.

 

[Gary Novosielski]

No, it is not safe to say.

When interpreting bylaws there is an assumption that everything there was put there for a reason, and an interpretation that assumes some language is meaningless is an interpretation that must be rejected.

 

[Josh Martin]

On 10/26/2023 at 1:42 PM, rondao said:

Since the bylaws say there are six types of membership and they go on to talk about active membership.  Is it safe to say that since "active member" is not defined it is not a type of membership?

Yes, I think that it is correct to say, because "active member" is not listed in the types of membership, that "active member" is not a "type of membership."

I do not believe "active member" is a "type of membership," in the sense that it would be distinct from the six listed types of membership. Rather, it is a descriptor of members which is equally applicable to five of the six types of membership. (I don't think the term has any meaningful application for honorary members, since we are told that whether a person is an "active member" is used to determine whether a member has voting rights, and honorary members already don't have voting rights.)

I do not think it is correct to say that "active member" is not defined. The bylaws define "active member" as a person who has attended a minimum of three meetings per year and participated in at least two events per year. This definition could perhaps use improvement, but it's still a definition.

If you are suggesting that the clause concerning active member can simply be ignored for this reason (or for any other reason), that is incorrect. The rules in the bylaws must be followed. If you don't like this rule, you'll have to amend the bylaws.

Edited October 26, 2023 at 07:21 PM by Josh Martin