From jflofland at ucdavis.edu Fri May 30 13:14:54 2003 From: jflofland at ucdavis.edu (John Lofland) Date: Fri, 30 May 2003 13:14:54 -0700 Subject: [OldNorth] illegal bylaw changes Message-ID: Fellow Members of the ONA, In recent days, I have read a number of Board emails in which Board members express the belief that elections can be held over a period of weeks by mail ballots, among other violations of our current bylaws. Puzzled as to how Board members could think theses radical changes were legal, I have looked back through the minutes and I discovered that the Board apparently voted to change our bylaws at its meeting of April 24, 2003. The minutes are so vague that I am not certain what the Board did, so I invite everyone who inspect those minutes, which can be downloaded from the ONA web site. Regardless of what the Board did, any action taken to change the bylaws was illegal and is void for two reasons. FIRST, it is the case that the Board can change the bylaws by its own vote, but all seven members of the Board have to vote in the decision. According to the Minutes, only six of the seven members of the Board were present. Indeed, at that time, I think the Board only had six members. SECOND, regardless of that point, the bylaws provide that "Thirty (30) days notice must be provided to all members prior to a vote to change the bylaws. Such notices shall include any proposed changes to the bylaws." No such notice of the exact language of the changes was given to members AT ALL, much less 30 days. Therefore, the Board's actions were illegal and void. The minutes themselves suggest that the Board was writing the new language of the bylaws at that very meetings. This is patiently illegal. Following Robert's Rules, which our bylaws require, changes in bylaws require the new language to be carefully crafted and circulated well ahead to time. They are voted on as publicly discussed and submitted and not revised on the fly. The immediate remedy for this problem is to proceed with the Annual Meeting and election at that meeting as clearly provided in the bylaws and to do so at the regular meeting always held on the fourth Thursday of the month, which will be June 26th. The first Annual Meeting was on June 23, 2002. Therefore, to have the Second Annual Meeting on June 26, 2003 is appropriately close. I hope the results of the election will provide the longer-term remedy that is needed in this matter and in a number of others. Cordially, John Lofland From ap_wallace at yahoo.com Fri May 30 14:27:11 2003 From: ap_wallace at yahoo.com (Andrew P. Wallace) Date: Fri, 30 May 2003 14:27:11 -0700 Subject: [OldNorth] illegal bylaw changes In-Reply-To: Message-ID: Clarification on the email below. Here are the changes in the by-laws that are mentioned: 1) Board members can not vote at board meetings by proxy or absentee 2) The community can vote by absentee for the annual election of board members. Mot: Tom 2nd: Ian All Approved -->All 7 board members were present (The minutes erroneously left Bruce out in the list of present board members, but Bruce was present as he had put forward the motion under "Membership Drive") -->All 7 board members voted in favor. -->The meeting Agenda contained notice that by-law changes were to be considered. This was sent out in advance of the meeting. -->These changes were supported by the board and other members of the community that were present at the meeting. The specific wording that was presented is as follows: 9.3 Proxies. 9.3.1 The Association shall not allow the use of proxy or absentee vote. 9.3.2 The Association shall not allow the use of proxy vote for monthly Board Activities. 9.3.3 The Association shall allow the use of absentee vote for the use of Annual Board of Directors Election. Andy Wallace Secretary Old North Davis Neighborhood Association > -----Original Message----- > From: oldnorth-admin at velocipede.dcn.davis.ca.us > [mailto:oldnorth-admin at velocipede.dcn.davis.ca.us]On Behalf Of John > Lofland > Sent: Friday, May 30, 2003 1:15 PM > To: oldnorth at velocipede.dcn.davis.ca.us > Subject: [OldNorth] illegal bylaw changes > > > Fellow Members of the ONA, > > In recent days, I have read a number of Board emails in which Board > members express the belief that elections can be held over a period > of weeks by mail ballots, among other violations of our current > bylaws. > > Puzzled as to how Board members could think theses radical changes > were legal, I have looked back through the minutes and I discovered > that the Board apparently voted to change our bylaws at its meeting > of April 24, 2003. > > The minutes are so vague that I am not certain what the Board did, so > I invite everyone who inspect those minutes, which can be downloaded > from the ONA web site. > > Regardless of what the Board did, any action taken to change the > bylaws was illegal and is void for two reasons. > > FIRST, it is the case that the Board can change the bylaws by its own > vote, but all seven members of the Board have to vote in the decision. > > According to the Minutes, only six of the seven members of the Board > were present. Indeed, at that time, I think the Board only had six > members. > > SECOND, regardless of that point, the bylaws provide that "Thirty > (30) days notice must be provided to all members prior to a vote to > change the bylaws. Such notices shall include any proposed changes to > the bylaws." > > No such notice of the exact language of the changes was given to > members AT ALL, much less 30 days. Therefore, the Board's actions > were illegal and void. > > The minutes themselves suggest that the Board was writing the new > language of the bylaws at that very meetings. This is patiently > illegal. > > Following Robert's Rules, which our bylaws require, changes in bylaws > require the new language to be carefully crafted and circulated well > ahead to time. They are voted on as publicly discussed and submitted > and not revised on the fly. > > The immediate remedy for this problem is to proceed with the Annual > Meeting and election at that meeting as clearly provided in the > bylaws and to do so at the regular meeting always held on the fourth > Thursday of the month, which will be June 26th. > > The first Annual Meeting was on June 23, 2002. Therefore, to have the > Second Annual Meeting on June 26, 2003 is appropriately close. > > I hope the results of the election will provide the longer-term > remedy that is needed in this matter and in a number of others. > > Cordially, > > John Lofland > > _______________________________________________ > oldnorth mailing list > oldnorth at mailman.dcn.org > http://www2.dcn.org/mailman/listinfo/oldnorth From jflofland at ucdavis.edu Fri May 30 15:09:35 2003 From: jflofland at ucdavis.edu (John Lofland) Date: Fri, 30 May 2003 15:09:35 -0700 Subject: [OldNorth] Sec Show Changes Illegal Message-ID: Fellow ONDNA Members, The response of the Secretary to my characterization of the bylaws changes as illegal and void itself contains the evidence to prove those assertions. The bylaws require that members been given 30 days notice and that the specific changes be communicated to all the members at that 30 day point. Under Robert's Rules, which we follow, this means that a copy of the exact changes proposed should have been sent to all the members at least 30 days before the meeting of April 24. By the Secretary's own account, this was not done. The changes adopted do not have the authority of the Association and cannot, legally, be acted on. The bylaws as adopted on June 23, 2002 are still in effect and govern the behavior of the Association. Notice also, that we only at THIS MOMENT finally see the exact wording of the proposals. And I doubt we would see them even now had I become puzzled by the illegal plans of some Board members. I look forward to the election that will take place on June 26th at the Hattie Weber at the Second Annual Meeting of the ONDNA. Cordially, John Lofland >X-POP3-Rcpt: jlofland at orvieto >From: "Andrew P. Wallace" >To: "John Lofland" , > >Subject: RE: [OldNorth] illegal bylaw changes >X-Priority: 3 (Normal) >Importance: Normal >Sender: oldnorth-admin at velocipede.dcn.davis.ca.us >X-BeenThere: oldnorth at mailman.dcn.org >List-Id: Old North Davis Neighborhood Association >List-Unsubscribe: , > >Date: Fri, 30 May 2003 14:27:11 -0700 >X-Scanned-By: MIMEDefang 2.33 (www . roaringpenguin . com / mimedefang) > > >Clarification on the email below. > >Here are the changes in the by-laws that are mentioned: >1) Board members can not vote at board meetings by proxy or absentee >2) The community can vote by absentee for the annual election of board >members. >Mot: Tom >2nd: Ian >All Approved > >-->All 7 board members were present (The minutes erroneously left Bruce out >in the list of present board members, but Bruce was present as he had put >forward the motion under "Membership Drive") > >-->All 7 board members voted in favor. > >-->The meeting Agenda contained notice that by-law changes were to be >considered. This was sent out in advance of the meeting. > >-->These changes were supported by the board and other members of the >community that were present at the meeting. > > >The specific wording that was presented is as follows: >9.3 Proxies. >9.3.1 The Association shall not allow the use of proxy or absentee vote. >9.3.2 The Association shall not allow the use of proxy vote for >monthly Board Activities. >9.3.3 The Association shall allow the use of absentee vote for the >use of Annual Board of Directors Election. > >Andy Wallace >Secretary >Old North Davis Neighborhood Association > > > >> -----Original Message----- >> From: oldnorth-admin at velocipede.dcn.davis.ca.us >> [mailto:oldnorth-admin at velocipede.dcn.davis.ca.us]On Behalf Of John >> Lofland >> Sent: Friday, May 30, 2003 1:15 PM >> To: oldnorth at velocipede.dcn.davis.ca.us >> Subject: [OldNorth] illegal bylaw changes >> >> >> Fellow Members of the ONA, >> >> In recent days, I have read a number of Board emails in which Board >> members express the belief that elections can be held over a period >> of weeks by mail ballots, among other violations of our current >> bylaws. >> >> Puzzled as to how Board members could think theses radical changes >> were legal, I have looked back through the minutes and I discovered >> that the Board apparently voted to change our bylaws at its meeting >> of April 24, 2003. >> >> The minutes are so vague that I am not certain what the Board did, so >> I invite everyone who inspect those minutes, which can be downloaded >> from the ONA web site. >> >> Regardless of what the Board did, any action taken to change the >> bylaws was illegal and is void for two reasons. > > >> FIRST, it is the case that the Board can change the bylaws by its own >> vote, but all seven members of the Board have to vote in the decision. >> >> According to the Minutes, only six of the seven members of the Board >> were present. Indeed, at that time, I think the Board only had six >> members. >> >> SECOND, regardless of that point, the bylaws provide that "Thirty >> (30) days notice must be provided to all members prior to a vote to >> change the bylaws. Such notices shall include any proposed changes to >> the bylaws." >> >> No such notice of the exact language of the changes was given to >> members AT ALL, much less 30 days. Therefore, the Board's actions >> were illegal and void. >> >> The minutes themselves suggest that the Board was writing the new >> language of the bylaws at that very meetings. This is patiently >> illegal. >> >> Following Robert's Rules, which our bylaws require, changes in bylaws >> require the new language to be carefully crafted and circulated well >> ahead to time. They are voted on as publicly discussed and submitted >> and not revised on the fly. >> >> The immediate remedy for this problem is to proceed with the Annual >> Meeting and election at that meeting as clearly provided in the >> bylaws and to do so at the regular meeting always held on the fourth >> Thursday of the month, which will be June 26th. >> >> The first Annual Meeting was on June 23, 2002. Therefore, to have the >> Second Annual Meeting on June 26, 2003 is appropriately close. >> >> I hope the results of the election will provide the longer-term >> remedy that is needed in this matter and in a number of others. >> >> Cordially, >> >> John Lofland >> >> _______________________________________________ >> oldnorth mailing list >> oldnorth at mailman.dcn.org >> http://www2.dcn.org/mailman/listinfo/oldnorth > >_______________________________________________ >oldnorth mailing list >oldnorth at mailman.dcn.org >http://www2.dcn.org/mailman/listinfo/oldnorth From dequickert at omsoft.com Fri May 30 16:38:16 2003 From: dequickert at omsoft.com (Dan Quickert) Date: Fri, 30 May 2003 16:38:16 -0700 Subject: [OldNorth] illegal bylaw changes Message-ID: <01C326C9.DF500070.dequickert@omsoft.com> What I see in this: (1) The agenda for the meeting of 4/24/03 specifies "By-laws discussion", and lists two subtopics. It does not, however, specify the content of those two items; nor does it unambiguously state that there would be a *vote* taken to actually change the bylaws. There is therefore no possibility of this agenda conforming to the bylaws relevant to procedures for amendment. (2) The agenda was not sent out 30 days prior to the meeting. The agenda has typically been sent out only several days prior to meetings. This also does not meet technical requirements of the bylaw-changing rules. (3) It is not clear from the minutes of the meeting whether the intent was to *actually change* the bylaws via that vote; or whether it was rather a vote to place those changes before the members. (4) I conclude that if the vote merely signified the intent to place those bylaws before the membership (or before the board in a subsequent meeting), then all is well. However, if indeed the vote was to institute a change in the bylaws, then John is correct and that action was illegal. I also note that deadline has passed for putting any bylaws changes to vote by the members (or Board) at either the June 21st Garden Party or June 26th Board meeting. There is not sufficient time for the requisite 30 day notice. I would suggest that the next meetings be used for discussion and proposal of any planned bylaws changes, and motions to place them before the members; and that the vote to institute those changes be made at a subsequent meeting so that there is ample time for people to consider them and for due notice. This would satisfy both the letter and the spirit of the Association bylaws. I further suggest that any discussion of bylaws amendments be done in an egalitarian manner, with all participants - Board and public - able to propose and to participate fully in a *discussion*. I say this to differentiate from the format that we see at, for example, City Council meetings -- where the Council hears testimony, members of the public each get only one statement, then the Council debates and votes. That format seems to me inappropriate for a neighborhood association that was formed to foster communication and cooperation. Let's let *everybody* be full partners in this. I look forward to working with the neighborhood in the future to help prevent this kind of snafu. I think we can do that with adequate planning and with more emphasis on communication than haste. Dan Quickert