McBunz, I believe you are trying to make a positive contribution, but since words make a huge difference when trying to write proposal, or just in communicating on a Forum like this, I want to make a couple of points.
In your initial post, you quoted PART of an Article, not the full text. By only quoting part, I believe it gives a false understanding of what the AMHA Board can do without needing a vote of the membership.
This is what you posted:
“One of the bylaws that gives the Board this power is:
Article V, Section 3 Powers of the Board
Which states, "The Board of Directors shall have the power and authority to MAKE, amend,repeal and enforce such rules and regulations, not contrary to law, the Articles of Incorporation or these Bylaws, as they may deem expedient and necessary concerning the conduct, management and activities of the Association, etc?” (end of quote)
It is important to read the rest of the quote too. You failed to include the listed (as example) areas where the Board can (and does) make decisions without bringing them to the membership. Here is the FULL quote of the section: (with the parts you left off in colored text).
Section 3, Powers of the Board of Directors
(A) Enumeration
The Board of Directors shall have the power and authority to make, amend, repeal, and enforce such rules and regulations, not contrary to law, the Articles of Incorporation or these Bylaws, as they may deem expedient and necessary concerning the conduct, management and activities of the Association, including but not limited to the setting and collection of dues and fees, (excepting registration fees) regulations regarding stud book, registration, the expenditures of money, the auditing of books and records, the awarding of championships, the conducting of shows, contests, exhibitions, sales, social functions and other details relating to the general purposes of the Association. All of the foregoing are subject to revision or amendment by the members at any regular or special meeting of the members provided that written notice of any intention to revise or amend said rule(s) has been published in the Miniature Horse World or official correspondence at least sixty (60) days in advance of that meeting. (Amended 6-7-03, effective 01-04) (end quote)
It is my understanding that the above quoted rule is the one that allows the Board of Directors to set fees, and make decisions for the Association, etc. It is not a rule that is used by the Directors to make By-Law changes.
Following this, you give a complete excerpt from the rulebook, regarding the Special Provisions for PROPOSING By-Law changes after the Annual Meeting, and that is good.
But, right after that, (I colored the words that are significant) you wrote, “The Board has the power to make an amendment to allow members to vote without having to attend an annual meeting. We the membership have the right to insist that the Board make this amendment in order for the 11,900 members of the 12,000 member AMHA says we have to have a voice in how our Association is operated and how our money is spent. Remember that less than l00 members including 23 directors made decisions for all of us at the 2008 Annual Meeting.
If you are an AMHA member and want the Board to make this amendment to vote by mail and/or online, copy the proposed amendment to Article VI, Section 4, (A), above and send it to all your directors. Ask for a reply that your correspondence was received by your director.” (end quote)
I am not sure if you are aware that your words are misleading. Even though the Article you quoted referred to PROPOSED amendments, your words imply that the Board of Directors has the power to MAKE an amendment to the By-Laws that is binding. That is not so. The Board of Directors merely has the same right as the Membership to PROPOSE an amendment.
A proposal from the Board, like a proposal from a petition of 5% of Members that comes after the Annual meeting, must still be voted on at the next Membership Meeting to be approved (providing the proposed amendment is published in time to meet the ‘notice’ requirements). The Board does NOT have the ability to change a rule or regulation, article of incorporation, or a By-Law, all by themselves. In AMHA it must be done with approval of the membership, (unlike in AMHR whose Board can change By-Laws without membership approval.)
And, as a final word on your initial post on this thread. The wording you proposed would definitely need to be tweaked. In the way it is written, members could vote more than once. All members would be allowed to vote by mail AND on-line (two votes), and then if they go to the Annual Meeting, they can vote again (three votes).
You might consider something along the lines of, “All members will receive one vote per issue presented. Votes may be cast in person, by mail-in ballot, or via the internet. If a member wishes to vote via mail, they must inform the Association of their preference by mail at least 60 days before the date that mail-in voting closes. This notification will be accompanied by a self-addressed, postage-paid envelope with the required fee.” (The amount of the fee is something that can be voted on by the Board, per the Section 3, Powers of the Board that is quoted above.)
The ‘logistics’ of voting by mail or internet would have to be worked out, but I am not sure exactly who would do that, when it would need to be done, or if that would have to be put into a rule or regulation. It might mean a new Committee would need to be formed to work out the details.
Just some thoughts…
OH!
