[OldNorth] illegal bylaw changes

[Andrew P. Wallace]

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
>
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