Bylaws/Constitution

[Guest Jane Bissler]

Our Bylaws/Constitution for our 501C4 do not provide for a vote by the membership. Infact, the membership is not mentioned at all, only the board of directors. Due to this, should the membership be voting on anything?

[Richard Brown]

How is your board of directors elected? By whom?

[Guest Jane Bissler]

The board is not elected. Three members for each of the 5 groups (making up the Coterie) serve on the board. The Chair, Co Chair, Treasurer and Secretary come from a rotation, each position being held for two years. 

[Rob Elsman]

Thank you. It seems that the board of this affiliation is the highest authority with full powers of governance of the affiliation. I suggest that what are being called members are members of the five groups, but are not members of the affiliation in the sense of the term as used in parliamentary law.

I hazard to guess that the lack of mention of other members in the foundational documents strongly suggests that the right to vote is limited to the members of the board.

[Weldon Merritt]

If the bylaws/constitution don't mention the membership, I question whether you even have members. It is possible for an organization to have a board only, and no members. Is the organization incorporated? If so, do the Articles of Incorporation have a provision for members? And if they do, what do the articles say about members' rights?

[Joshua Katz]

Agreeing with the above, I think the best place to look to understand this organization's structure is going to be its articles, not its bylaws.

[Guest Jane Bissler]

Thank you all for giving this information. The organization was set up in 1939. I looked at the original articles of incorporation and it makes two statements about members. First under purpose:  To promote social intercourse among it's members. The second place is where the orginal 28 members are listed. 

Does this help clear the issue or muddy it further? 

[Weldon Merritt]

On 7/11/2024 at 8:38 AM, Guest Jane Bissler said:

Does this help clear the issue or muddy it further? 

Well, it at least shows that the original intent was to have members. But if that's all it says, it stile leaves at least a couple of questions. How does one become a member? And what rights, if any, do the members have? Others may think of more questions that are left unanswered.

[Richard Brown]

On 7/11/2024 at 8:38 AM, Guest Jane Bissler said:

Does this help clear the issue or muddy it further? 

Without knowing more about the nature of this organization and what it does and how it functions, it’s really hard to answer your questions.

However, based on what little we have been told, it appears to me, and apparently to the others, but this is not, a membership based organization in the usual parliamentary sense of the word. It appears to me that you are governed by a board of directors which has sole and complete authority over the organization, whoever they are and that the board is not directly voted on by the members but that somehow three members are selected from each of the five groups or subgroups.

And that leads to a question: how are those three members selected by these five groups?  Does the  board itself select its own members?

Edited July 11, 2024 at 01:50 PM by Richard Brown
Added last sentence

[Rob Elsman]

I think we can all agree that the affiliation's election under Internal Revenue Code Section 501(c)(4) is not relevant to the answer of the question being asked.

[Richard Brown]

On 7/11/2024 at 8:55 AM, Rob Elsman said:

I think we can all agree that the affiliation's election under Internal Revenue Code Section 501(c)(4) is not relevant to the answer of the question being asked.

I agree. 501(c)(4) organizations are generally classified, I believe, as social welfare organizations. That has no bearing on how the organization operates from a parliamentary standpoint.

[Guest Jane Bissler]

I have tried to be VERY succinct in my questions and responses as I really value and appreciate your time and talents. However, it seems like having a bit more detail might be helpful. 

As you know, the organization was incorporated in 1939. It had started about 15 years earlier. However, in 1939 a member donated their house (in their will) to the group so the members incorporated as a 501(c)(4). About 20 - 25 years later Coterie II was formed with the legacies of the original group. Every 20 - 25 years a new legacy group was started which is why we now have 5 groups. 

I think I answered the original question incorrectly. Each group has their own constitution and votes members in (to a total of 25 in each group when the group is full). Each group has it's own president, vice president, secretary and treasurer. These officers are elected by the individual groups' membership. The president, vice president and secretary or treasurer then serve their terms on the Coterie board. 

To my knowledge there has only been one vote that has gone to the membership, which happened earlier this year, which was to sell the house. That vote was reconsidered (incorrectly; please see previous conversations to this group on Reconsideration). Now the current chair wants to go back to the membership for a revote as the vote was done incorrectly, reconsidered by the board only (which I know was incorrect) but feels the meaning of the vote (that the house could be sold) stands. IT IS A MESS!!! 

I'm trying be helpful and am VERY THANKFUL I FOUND THIS GROUP. I've read revised 12 and sorry to say it doesn't seem to provide all the answers I'm looking for to be helpful with this situation.  

Lastly, the board Bylaws/Constitution includes that Roberts Rules of Order Revised is to be used. Clearly that's not being done as it seems no one has the knowledge necessary. 

I'm sorry if this is too much information. I just wanted to be crystal clear. 

[Richard Brown]

Guest Jane, this additional information helps. Now that you mentioned it, I remember the discussion about “the reconsideration of the motion to sell the house”! 

Edited to add:  you have a pretty complex situation. I really think your group should consider consulting with a professional parliamentarian and also possibly an attorney to advise you. You can obtain parliamentary referrals from the National Association of Parliamentarians (NAP) and from the American Institute of Parliamentarians (AIP). I suggest you get in touch with the president of the NAP state association for your state and also perhaps the president of any local unit that might be near you. Their names and contact information can be found on the NAP website or by calling the NAP office. Although NAP has a referral service, those people may also be able to make local recommendations.
 

Edited July 11, 2024 at 03:42 PM by Richard Brown

[Guest Jane Bissler]

Thank you Mr. Brown,

    Does this additional information change the fact that the membership doesn't have the right to vote?

Sorry if I'm being dense here. 

[Richard Brown]

On 7/11/2024 at 10:42 AM, Guest Jane Bissler said:

Thank you Mr. Brown,

    Does this additional information change the fact that the membership doesn't have the right to vote?

Sorry if I'm being dense here. 

See the edit that I just made to my last post. It contains additional information.  I really think you need someone who can review all of your governing documents.

Edited July 11, 2024 at 03:45 PM by Richard Brown
Added last sentence

[Rob Elsman]

On 7/11/2024 at 10:36 AM, Richard Brown said:

Edited to add:  you have a pretty complex situation.

I agree with Mr. Brown's assessment. The fluid set of somewhat self-contradictory facts has left me twisting in the wind and even doubting what little I have said. Now, I am so confused that I have lost the trail of this topic completely. So, I encourage you to take all the relevant documents with you and let someone who can really help you see the whole picture and advise you properly.

[Guest Jane Bissler]

Thank you all! I so appreciate all of your help and yes, I've been pushing for legal advise. I will continue to do so. 

You provide a GREAT service and I hope you know how appreciated you are for your expertise.