[OldNorth] illegal bylaw changes

[John Lofland]

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