Memebrship rights

[RayVik]

In order to answer questions which has come up and to not rob another thread in response I have started this thread.

Let me began by saying I am not here to debate this issue ..it is a established fact and point of law…if anyone does not believe what I am saying I encourage them to contact any legal authority or lawyer of their choice and get there opinion on the matter…I have done so and I will do my best to explain the situation.

Contrary to the belief of many the BOD of the ASPC/AMHR is not and does not have the ultimate and final authority over matters pertaining to the organization. That exclusive and irrevocable right belongs solely and totally to the membership.

The Articles of Incorporation for the ASPC/AMHR and specifically Article IX states the following:

Article IX – Bylaws

For the purpose of regulating and transacting the business

of this Club, Bylaws shall be adopted by the Board of

Directors, as the same may be necessary and advisable from

time to time, as provided by these Articles and the law of the

State of Illinois. Any such By-law may be amended or repealed

by the Board of Directors, or a majority vote of those present

and voting at any annual meeting. All Bylaws existing at the

time of the adoption of these Articles shall remain in full force

and effect until the same shall have been changed or amended

by action of the Board of Directors or the membership.

First every one must understand there is a legal tier of authority of which the basic structure is

Laws of the land both civil and criminal

Statures of the state of incorporation for incorporation of an organization

Articles of Incorporation

Bylaws

Rules

So for example a corporation could be formed and by it articles or bylaws or rules say “no member of this organization must follow any speed limits posted or otherwise”

They can make the statement but it will not overrule the courts when you get a ticket.

The ASPC/AMHR was incorporated in the state of Illinois thus the

ILLINOIS COMPILED STATUTES BUSINESS ORGANIZATIONS GENERAL NOT FOR PROFIT CORPORATION ACT OF 1986

These are the statures by which it was formed and under which it is governed. Part of the process of incorporation include filing with the Secretary of State among other things our Articles of Incorporation. For all intent and purposes this filing makes those Articles of Incorporation a legally binding contract and in effect the law of the organization in the eyes of the state. They can be changed but the process is complicated and in fact spelled out in the very same articles.

The Bylaws of an organization are simply stated the rules of operation of the organization. The can be as detailed or broad as is desired but they cannot supersede or conflict with either the Articles of Incorporation or the State Statures. In fact in many cases if a bylaw does not exist for certain specific purposes then the statures outline what is the requirements for a given situation. For example what percentage would constitute a quorum at a meeting if no provisions for a quorum exist otherwise in the bylaws. Note that in these cases that the bylaws if established represents the governing authority providing they do not conflict with the Statures or Articles.

Article IX in part reads:

Any such By-law may be amended or repealed

by the Board of Directors, or a majority vote of those present

and voting at any annual meeting. All Bylaws existing at the

time of the adoption of these Articles shall remain in full force

and effect until the same shall have been changed or amended

by action of the Board of Directors or the membership.

Note the statement: “or a majority vote of those present and voting at any annual meeting.” What this means is that at any annual meeting the membership can establish by virtue of its vote to adopt any bylaw to restrict, expand, limit, or any other action the wish to adopt and aspect of operation of this organization. This would include the powers of the BOD to modify the bylaws and or any rules or other function not otherwise established by law. The BOD cannot override the authority of the membership it is written in stone so to speak but the membership can override the authority of the BOD at any annual meeting…in other words section 6.1 of our bylaws was adopted by the BOD in the past but it is not enforceable nor legal…they can for example change any bylaws passed by the membership at a annual meeting under our existing bylaws after 90 days but the membership could just as easy make that 90 day period 365 days and in so doing although the BOD could in theory change a bylaw the morning of the annual meeting the membership could just change it back that afternoon….effectively removing any authority of the BOD to make changes in the bylaws.

If the membership wished to create a bylaw that stated that all rules could only be changed by the membership at the annual meeting by a majority vote then that would be how it would have to be done.

I have oversimplified certain areas but overall this explains the absolute and irrevocable authority of the membership of the ASPC/AMHR…and why it is so important to know and understand your rights as members and understand your authority to express and invoke your will as related to the majority of the membership.

I once again urge every on to sign up on the bylaws committee website and let your opinions be heard.

http://www.bylawscommittee.com/

Ray Tobin

Bylaws Committee Chairman

 

[OhHorsePee]

Very interesting Ray!

Thank you for taking your time in such a detailed post! So I have a question... Since our present bylaw is "illegal," so to speak, does this mean what is said to be "legal" is to exist now?

 

[RayVik]

Any bylaw or other action which might be taken which would otherwise be "illegal" (I use that loosely)

basically means it can be challenged in court or otherwise...the flip side is if a action is not challenged then there is no cause for action. Basically if our BOD passes a resolution and it is not challenged it stands until challenged.... if that sounds right. In other words the act is not criminal or illegal in a normal sense it is only that no authority exist for such action to take place...if we as a group allow and or follow such an action without challenging it then to bad for us....

 

[Tony]

Thanks for the excellent post, Ray. Very well stated.

 

[~Lisa~]

taken from another thread

Well if I am reading what Ray wrote correctly since no membership was at a annual meeting and decided by majority to over ride something.. it is not in fact illegal?

not meaning the process but meaning a actual decision made by the BOD

 

[muffntuf]

Well Ray what you posted is interesting since our club lawyer was the one who looked over the rules and bylaws, before now and since and has been okay with how they are written.

So where does that leave us?

 

[~Lisa~]

Ray one more question.. I can be slow sometimes so you are saying in essence it does work like AMHA in that the general members at Convention can be the ones to make all the decisions not the general membership as a whole correct?

Until a rule or by law is made as such?

 

[RayVik]

Lisa:

The article states:

"or a majority vote of those present and voting at any annual meeting"

so those present and voting at any annual meeting have the power to make or change policy

No provisions exist for change requiring any portion of the membership not present at an annual meeting....

Trace:

It gives us, the membership, the comfort of knowing that the founding fathers of this organization had the foresight to understand that the will of the membership was the most important aspect of this organization and that they had state of mind to insure that their/our rights would always be protected.

 

[~Lisa~]

Thanks Ray that is what I thought you said/wrote and meant I just wanted to make sure I was clear in my head

 

[Jacki Loomis]

Ray,

Thanks for your informative post on what our Bylaws say about membership rights, but, how would that really work at an annual meeting? I'll pick a purposely silly example for you to illustrate the process on.

A proposal is presented by a member that says "No Blue Roan Horses may show at any AMHR show", the AMHR Committee supports the proposal and presents it to the BOD who approve the proposal, it becomes a rule.

Some members at the annual meeting our displeased, do they go to the afternoon annual membership meeting and ask to make a proposal? How do they get the BOD to hear them on the topic? How do they get the BOD to take a vote of all members present to hear their new proposal that says "No horses may be excluded from an AMHR show based on their coat color"?

You've been so helpful on furthering our understanding of the Bylaws, Thank you. Help from you on the actual logistics of what you stated would be helpful.

Jacki Loomis

[email protected]

 

[~Lisa~]

Ray,

Thanks for your informative post on what our Bylaws say about membership rights, but, how would that really work at an annual meeting? I'll pick a purposely silly example for you to illustrate the process on.

A proposal is presented by a member that says "No Blue Roan Horses may show at any AMHR show", the AMHR Committee supports the proposal and presents it to the BOD who approve the proposal, it becomes a rule.

Some members at the annual meeting our displeased, do they go to the afternoon annual membership meeting and ask to make a proposal? How do they get the BOD to hear them on the topic? How do they get the BOD to take a vote of all members present to hear their new proposal that says "No horses may be excluded from an AMHR show based on their coat color"?

You've been so helpful on furthering our understanding of the Bylaws, Thank you. Help from you on the actual logistics of what you stated would be helpful.

Jacki Loomis

[email protected]

I am hoping Ray can clear this up I had thought about this as well and this is my understanding of the process although I could be very wrong so I hope Ray can help us out.

the way I understand it.. once this made up thing is brought up in committee meeting and the majority of members present decide yep no blue roans period- then that is it the members have spoken.. so the BOD decides if and how it will fit into current rules and agrees no problem so yep no blue roans.. so then I would think that since the committee meeting has passed by the majority.. then it would have to wait until the following annual meeting to be overturned. I would think you have to be in the actual committe meeting taking place for your vote to count not come in later and say wait lets revote?

Unless of course it goes back to the General membership meeting on Sat and it is brought to the floor and somehow is overturned by the members at that point.

Iam guessing you can not go to the AMHR meeting have something passed by majority of members then come back into the Modern meeting and try and overturn a rule passed and pertaining to the AMHR ?

 

[RayVik]

I am hoping Ray can clear this up I had thought about this as well and this is my understanding of the process although I could be very wrong so I hope Ray can help us out.

the way I understand it.. once this made up thing is brought up in committee meeting and the majority of members present decide yep no blue roans period- then that is it the members have spoken.. so the BOD decides if and how it will fit into current rules and agrees no problem so yep no blue roans.. so then I would think that since the committee meeting has passed by the majority.. then it would have to wait until the following annual meeting to be overturned. I would think you have to be in the actual committe meeting taking place for your vote to count not come in later and say wait lets revote?

Unless of course it goes back to the General membership meeting on Sat and it is brought to the floor and somehow is overturned by the members at that point.

Iam guessing you can not go to the AMHR meeting have something passed by majority of members then come back into the Modern meeting and try and overturn a rule passed and pertaining to the AMHR ?

Probably the best way to answer this is to break it down into sections as several issues are at play here.

A proposal is presented by a member that says "No Blue Roan Horses may show at any AMHR show", the AMHR Committee supports the proposal and presents it to the BOD who approve the proposal, it becomes a rule.

On this portion of your question a couple of points must be understood.

The AMHR committee is a working committee of the BOD if it is doing its job when a matter ( note I did not say proposal) comes to its attention it responsibility is to determine if there is a problem or change needed and why, what change needs to be made, how a change if made will effect other rules or areas, how to make the change, how to correctly word the change so it fulfills its intent, then present the final product to the BOD for consideration. This is the job of the committee and actually by the statures only the committee members can vote and pass the final product before bringing it to the BOD.

NOTE: The committee should only be dealing ONLY with matters under its preview. No matter should in any way be defined solely on the technicality of being properly written by any member and/or if that member is present when presented. If there is a need for change or a problem then it is the committees job to address these 365 days a year not the 2 days of convention. It is not their duty to play referee at a kangaroo court called a committee meeting. That is not to say the membership should not have involvement but the present circumstances make a mockery of the process in the absents of any defined rules or procedure.

Some members at the annual meeting our displeased, do they go to the afternoon annual membership meeting and ask to make a proposal?

At the present time the only proposals that can be offered at the floor of the annual meeting is that of bylaw changes. Because there are no bylaws stating what additional authority the membership has. So in order to make a rule change proposal first a bylaw would have to be proposed and passed that gives the membership the authority to make rule changes. That is why the bylaws committee is so desperately seeking input from the membership on what its will and intent is.

Note that if a new bylaw is needed and adopted making or authorizing certain powers to the membership the next item presented at that meeting can be a motion or proposal to consider whatever action the proposal would entail. It does not have to be the next years annual meeting before it gets consideration.

How do they get the BOD to hear them on the topic? How do they get the BOD to take a vote of all members present to hear their new proposal that says "No horses may be excluded from an AMHR show based on their coat color"?

The annual meeting belongs to the members…The BOD does not exist during that meeting they are just individual members just like any one else. Until the membership present and voting votes to adjourns the annual meeting no one can prevent or stop the exercise of the authority of the members during that meeting.

That is not to say that if the membership allows some other action to occur but again that is the collective choice of those present they make there on path.

I hope this give you a bit of understanding about what is occurring. For much too long many of the things the membership thought was taking place was simply a combination of activities which from outward appearance had merit and content but when you ask where is the procedure or rules or requirements that say we must do this or we cannot do that your answer would often time depend upon who you were and who you asked. Everyone wants to show and rules for showing are important but it seems no one ever ask or worried about the rulebook for making rules.

 

[Yaddax3]

I'm a bit hazy here, so here's a question with a yes or no response:

Once a rule proposal is approved at Convention by the BOD and membership, is there a need for it to be ratified at the spring BOD meeting?

 

[RayVik]

I'm a bit hazy here, so here's a question with a yes or no response:

Once a rule proposal is approved at Convention by the BOD and membership, is there a need for it to be ratified at the spring BOD meeting?

That question has been ask by myself...the answer has been a mix of things like "its how we always do it" I can and will say it this way ...Once a Rule voted on and is passed by the BOD and unless the resolution states specifically that that rule will take effect and start the 20XX show season there is absolutely nothing that states that rule is not in effect at the moment the passing vote is counted.

It a protest waiting to happen....

I don't make the rules I just read them...I am not on the rules committee but much like our bylaws their are certain things that need a lot of attention.

 

[muffntuf]

Bob did your proposal(s) have a start date on it or was it made extraordinary?

 

[Yaddax3]

Trace, Ray and others:

The rule proposal that prompted my question dates to 2008.

I was not at the 2008 Convention, but was told it was passed. The proposal was to have ASPC Jumper rules conform with AMHR and USEF Jumper rules and eliminate penalties for ponies that click or touch a pole during a round.

I was under the impression it would take effect in 2010; when I looked at the 2010 rules supplement there was no mention of it. I called the association office and was told, based on the minutes of the 2009 spring meeting, it never came up for ratification.

So, penalties still exist for ponies that click or touch a pole during a round.

Meantime, nobody seems to know when or why the rule changed to say that the highest a Classic pony can be made to jump is 20 inches -- not 30 inches, like for Miniatures -- and that's from the 2009 supplement. Also, I asked: It is not a misprint.

 

[RayVik]

Trace, Ray and others:

The rule proposal that prompted my question dates to 2008.

I was not at the 2008 Convention, but was told it was passed. The proposal was to have ASPC Jumper rules conform with AMHR and USEF Jumper rules and eliminate penalties for ponies that click or touch a pole during a round.

I was under the impression it would take effect in 2010; when I looked at the 2010 rules supplement there was no mention of it. I called the association office and was told, based on the minutes of the 2009 spring meeting, it never came up for ratification.

So, penalties still exist for ponies that click or touch a pole during a round.

Meantime, nobody seems to know when or why the rule changed to say that the highest a Classic pony can be made to jump is 20 inches -- not 30 inches, like for Miniatures -- and that's from the 2009 supplement. Also, I asked: It is not a misprint.

I understand and realize what you are saying and I also feel your frustration in the matter. On this matter I am member just as you are in that I can only read or question any rule or lack there of. I can only offer that accountability of those who are responsible for the issue you address needs to be considered. I have personally found that first get the facts and documents as they exist then obtain the facts regarding the process of implementation as it exist in writing. Then bring your matter to the attention of those responsible.

Perhaps Trace can help you with gathering the information you need to resolve this as her question to you seemed pointed to a specific direction or knowledge of information which I am not familiar with which defines or address's this process in the rule book. I know our rule book contains part 3 "L" Extraordinary Rule Change and it refers to "normal rule change" BUT I cannot find any reference to or explaining what a "normal rule change" is or how it is to be done. I find this confusing as something as significant as a rule change would seem to be a basic and fundamental process requiring some sort of procedure for implementation in the form of a written rule or procedure. After all there is procedure for changing our Articles of Incorporation and a procedure for changing our Bylaws, but nothing for changing our rules. As best as I can determine it is a ambiguous process following certain traditions but lacks any definition as far as recourse or specifics as to how or what can be done. The inference is the membership has input but the BOD decides when where and how any rule is changed or implemented. The directors are elected by the membership and we depend upon them for their wisdom, understanding and unbiased decisions in determining what is best for this organization as a whole. I can only assume their knowledge and understanding of our rules extends to a level of concern that rule changes and the process therein rest solely in their preview and defining any process in writing for rule changes would hamper their ability to serve the memberships interest. In so far as the membership has not felt a need to change this one can only assume they are content with it.

 

[Yaddax3]

Ray:

Thank you for taking the time to respond.

To your comment that members may not feel "a need to change this (so) one can only assume they are content with it," I wonder how many members even know they have the power you've described. I didn't until I read your post.

 

[muffntuf]

I think for far too long there has been a lot of members that have been pushed to think the absolute power has been with the BOD. As the rules are written - it appears the BOD can do whatever they please. Hopefully all who have looked at this thread has a new understanding of where power exists.

 

[OhHorsePee]

I think for far too long there has been a lot of members that have been pushed to think the absolute power has been with the BOD. As the rules are written - it appears the BOD can do whatever they please. Hopefully all who have looked at this thread has a new understanding of where power exists.

This is my understanding also, Trace. There are a lot of mini/pony people on these forums but there are also a lot that do not come here. Maybe an article in the Journal explaining things are in order Ray. What do you think? I do believe that a supplemental rule insert should be sent to all paying members. That way you are assured everyone knows of the current "legal" rules.