From 60531b9fb46f531948dde30f33602c26f02e04ad Mon Sep 17 00:00:00 2001 From: nyscherm Date: Wed, 19 Jul 2017 20:17:38 -0700 Subject: [PATCH 1/9] Article 13 updates (membership) Added distinction between full and provisional members. Changed annual dues to monthly dues. Membership book updated to reflect WordPress use. --- AMTBylaws.md | 55 ++++++++++++++++++++++++++-------------------------- 1 file changed, 27 insertions(+), 28 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index fa9e23a..c25af47 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1202,7 +1202,8 @@ MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS -The corporation shall have only one class of members. No member shall +The corporation shall have two classes of members. These classes will be +known as full members and provisional members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the articles of incorporation or bylaws of this corporation, all memberships shall have the same rights, @@ -1215,18 +1216,19 @@ Any person is qualified to become a member of this corporation. SECTION 3. ADMISSION OF MEMBERS -Applicants shall be admitted to membership on making application -therefor in writing and upon^[[a]](#cmnt1)^ payment of the first annual -dues, as specified in the following section of this bylaw, and after -having been voted in by a quorum of members by simple majority at a -regular meeting no less than 30 days after having made application. +Applicants shall be admitted to provisional membership on making application +therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly +dues, as specified in the following section of this bylaw. Full membership +is granted after having been voted in by a quorum of members by simple majority +at a regular meeting no less than 30 days after having made the provisional +membership application. SECTION 4. FEES, DUES, AND ASSESSMENTS ​(a)  No fee shall be charged for making application for membership in the corporation. -​(b)  The annual dues payable to the corporation by members shall be in +​(b)  The monthly dues payable to the corporation by members shall be in such amount as may be determined from time to time by resolution of the board of directors. @@ -1238,12 +1240,11 @@ There is no limit on the number of members the corporation may admit. SECTION 6. MEMBERSHIP BOOK -The corporation shall keep a membership book containing the name and -address of each member. Termination of the membership of any member -shall be recorded in the book, together with the date of termination of -such membership. Such book shall be kept at the corporation's principal -office and shall be available for inspection by any director or member -of the corporation during regular business hours. +The corporation shall keep a record of membership in WordPress, containing +the name and address of each member. Termination of the membership of any +member shall be recorded by switching the membership type to "null". A +list of all active members shall be available on the organization's website, +viewable by all active members. The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not @@ -1276,12 +1277,8 @@ the interests or purposes of the corporation.         (3)  If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on -or before their due date, such termination to be effective thirty (30) -days after a written notification of delinquency is given personally or -by physical or electronic mail to such member by the secretary of the -corporation. A member may avoid such termination by paying the amount -of delinquent dues within a thirty - (30) day period following the member's -receipt of the written notification of delinquency. +or before the first of the month, such termination to be effective at the +start of that month. ​(b)  Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the @@ -1290,10 +1287,16 @@ following procedure shall be implemented:         (1)  A notice shall be sent by first-class, registered, or electronic mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefor. -Such notice shall be sent at least fifteen (15) days before the proposed -effective date of the expulsion. +For a full member, such notice shall be sent at least fifteen (15) days +before the proposed effective date of the expulsion. -        (2)  The member being expelled shall be given an opportunity to + +        (2)  If this corporation has provided for the payment of dues by +members, any person expelled from the corporation shall receive a refund +of dues already paid. The refund shall be prorated to return only the +unaccrued balance remaining for the period of the dues payment. + +        (3)  The member being expelled, if a full member, shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the board of directors in accordance with @@ -1302,14 +1305,10 @@ meetings of the board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion. -        (3)  Following the hearing, the board of directors shall decide -whether or not the member should in fact be expelled, suspended, or +        (4)  Following the hearing, the board of directors shall decide +whether or not the full member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the board shall be final. -        (4)  If this corporation has provided for the payment of dues by -members, any person expelled from the corporation shall receive a refund -of dues already paid. The refund shall be prorated to return only the -unaccrued balance remaining for the period of the dues payment. SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP From 14c27a069871f651de87d1ce973dd4699c0bb2aa Mon Sep 17 00:00:00 2001 From: Pierre GRANDIN Date: Wed, 19 Jul 2017 20:33:53 -0700 Subject: [PATCH 2/9] Clarification about who can vote --- AMTBylaws.md | 6 +++--- 1 file changed, 3 insertions(+), 3 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index c25af47..c3d4b8d 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1219,9 +1219,9 @@ SECTION 3. ADMISSION OF MEMBERS Applicants shall be admitted to provisional membership on making application therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly dues, as specified in the following section of this bylaw. Full membership -is granted after having been voted in by a quorum of members by simple majority -at a regular meeting no less than 30 days after having made the provisional -membership application. +is granted after having been voted in by a quorum of full members with current +dues by simple majority at a regular meeting no less than 30 days after having +made the provisional membership application. SECTION 4. FEES, DUES, AND ASSESSMENTS From d527bb4be00509ff2fed8a91b85c2c7c42126ad0 Mon Sep 17 00:00:00 2001 From: Pierre GRANDIN Date: Wed, 19 Jul 2017 20:48:16 -0700 Subject: [PATCH 3/9] Updates on membership record --- AMTBylaws.md | 11 +++++------ 1 file changed, 5 insertions(+), 6 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index c3d4b8d..0ff32e8 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1238,13 +1238,12 @@ SECTION 5. NUMBER OF MEMBERS There is no limit on the number of members the corporation may admit. -SECTION 6. MEMBERSHIP BOOK +SECTION 6. MEMBERSHIP RECORD -The corporation shall keep a record of membership in WordPress, containing -the name and address of each member. Termination of the membership of any -member shall be recorded by switching the membership type to "null". A -list of all active members shall be available on the organization's website, -viewable by all active members. +The corporation shall keep a record of membership, containing the name and +address of each member. Termination of the membership of any member shall +be recorded. A list of all active members shall be available on the +organization's website, viewable by all active members. The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not From 5f73d5a32113473b4569f939bf66bbb19228235b Mon Sep 17 00:00:00 2001 From: Pierre GRANDIN Date: Wed, 19 Jul 2017 20:57:34 -0700 Subject: [PATCH 4/9] Clarified membership qualifications --- AMTBylaws.md | 3 ++- 1 file changed, 2 insertions(+), 1 deletion(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index 0ff32e8..a6c0b24 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1212,7 +1212,8 @@ privileges, restrictions, and conditions. SECTION 2. QUALIFICATIONS OF MEMBERS The qualifications for membership in this corporation are as follows: -Any person is qualified to become a member of this corporation. +Any person is qualified to become a member of this corporation unless +previously expelled. SECTION 3. ADMISSION OF MEMBERS From e8e8aafa5fb73f6a26ec91037438083f511f02c4 Mon Sep 17 00:00:00 2001 From: nyscherm Date: Wed, 16 Aug 2017 09:59:09 -0700 Subject: [PATCH 5/9] more modifications to membership language and a few updates related to scheduling meetings --- AMTBylaws.md | 104 ++++++++++++++++++++------------------------------- 1 file changed, 40 insertions(+), 64 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index a6c0b24..d880893 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -192,10 +192,8 @@ by directors and not by persons who are not directors. SECTION 8. REGULAR AND ANNUAL MEETINGS -Regular meetings of directors shall be held on the third Thursday of the -month at 8:00 PM, unless such day falls on a legal holiday, in which -event the regular meeting shall be held at the same hour and place on -the next business day. +Regular meetings of directors shall be held at the same date and time every +month, unless prior agreement is made to move the meeting time. SECTION 9. SPECIAL MEETINGS @@ -288,7 +286,9 @@ or her absence, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall -appoint another person to act as secretary of the meeting. +appoint another person to act as secretary of the meeting or, in his +or her absence, by a person chosen by a majority of the directors +present at the meeting. Meetings shall be governed by Simplified Robert’s Rules of Orders, as such rules may be revised from time to time, insofar as such rules are @@ -399,11 +399,10 @@ SECTION 1. NUMBER OF OFFICERS The officers of the corporation shall be a president, a secretary, and a chief financial officer who shall be designated the treasurer. The corporation may also have, as determined by the board of directors, a -chairperson of the board, assistant -secretaries, assistant treasurers, or other officers. Any number of -offices may be held by the same person except that neither the secretary -nor the treasurer may serve as the president or chairperson of the -board. +chairperson of the board, assistant secretaries, assistant treasurers, +or other officers. Any number of offices may be held by the same person +except that neither the secretary nor the treasurer may serve as the +president or chairperson of the board. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE @@ -499,16 +498,9 @@ that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws. -Keep at the principal office of the corporation a membership book -containing the name and address of each and any member, and, in the case -where any membership has been terminated, the secretary shall record -such fact in the membership book together with the date on which such -membership ceased. - Exhibit at all reasonable times to any director of the corporation, or -to his or her agent or attorney, on request therefor, the bylaws, the -membership book, and the minutes of the proceedings of the directors of -the corporation. +to his or her agent or attorney, on request therefor, the bylaws, and +the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of @@ -688,9 +680,9 @@ and the proceedings thereof; accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; -​(c)  A record of its members, if any, indicating their names and -addresses and, if applicable, the class of membership held by each -member and the termination date of any membership; +​(c)  A record of its members, if any, indicating their names and, if +applicable, the class of membership held by each member and the +status of membership; ​(d)  A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if @@ -715,21 +707,20 @@ If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: -​(a)  To inspect and copy the record of all members' names, addresses, -and voting rights, at reasonable times, upon five (5) business days' -prior written demand on the corporation, which demand shall state the -purpose for which the inspection rights are requested. +​(a)  To inspect and copy the record of all members' names and voting +rights, at reasonable times, upon five (5) business days' prior written +demand on the corporation, which demand shall state the purpose for which +the inspection rights are requested. ​(b)  To obtain from the secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the -names, addresses, and voting rights of those members entitled to vote -for the election of directors as of the most recent record date for -which the list has been compiled or as of the date specified by the -member subsequent to the date of demand. The demand shall state the -purpose for which the list is requested. The membership list shall be -made available on or before the later of ten (10) business days after -the demand is received or after the date specified therein as of which -the list is to be compiled. +names and voting rights of those members entitled to vote for the election +of directors as of the most recent record date for which the list has been +compiled or as of the date specified by the member subsequent to the date +of demand. The demand shall state the purpose for which the list is requested. +The membership list shall be made available on or before the later of ten (10) +business days after the demand is received or after the date specified therein +as of which the list is to be compiled. ​(c)  To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the @@ -1221,8 +1212,10 @@ Applicants shall be admitted to provisional membership on making application therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly dues, as specified in the following section of this bylaw. Full membership is granted after having been voted in by a quorum of full members with current -dues by simple majority at a regular meeting no less than 30 days after having -made the provisional membership application. +dues by simple majority vote no less than 30 days after having made the +provisional membership application. Any applicant who previously held full +membership and whose membership was terminated upon failure to renew may be +admitted as a full member without vote. SECTION 4. FEES, DUES, AND ASSESSMENTS @@ -1290,7 +1283,6 @@ corporation's records, setting forth the expulsion and the reasons therefor. For a full member, such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion. -         (2)  If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the @@ -1336,23 +1328,7 @@ the board of directors. SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS -The members shall meet annually on the third Thursday of June in each -year, at 7:30 PM, for the purpose of electing directors and transacting -other business as may come before the meeting. Cumulative voting for the -election of directors shall not be permitted. The candidates receiving -the highest number of votes up to the number of directors to be elected -shall be elected. Each voting member shall cast one vote, with voting -being by ballot only. The annual meeting of members for the purpose of -electing directors shall be deemed a regular meeting and any reference -in these bylaws to regular meetings of members refers to this annual -meeting. - -Other regular meetings of the members shall be held on the first -Thursday of September, December, March, and June, at 7:30 PM. - -If the day fixed for the annual meeting or other regular meetings falls -on a legal holiday, such meeting shall be held at the same hour and -place on the next business day. +Regular meetings of the members shall be held on Thursdays semi-monthly. SECTION 3. SPECIAL MEETINGS OF MEMBERS @@ -1360,7 +1336,7 @@ SECTION 3. SPECIAL MEETINGS OF MEMBERS of the members shall be called by the board of directors, the chairperson of the board, or the president of the corporation. In addition, special meetings of the members for any lawful purpose may be -called by five percent (5%) or more of the members. +called by five percent (5%) or more of full members. SECTION 4. NOTICE OF MEETINGS @@ -1488,8 +1464,8 @@ number. SECTION 7. VOTING RIGHTS -Each member is entitled to one vote on each matter submitted to a vote -by the members. Voting at duly held meetings shall be by voice vote. +Each full member is entitled to one vote on each matter submitted to a +vote by the members. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by ballot. SECTION 8. PROXY VOTING @@ -1611,13 +1587,13 @@ related to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following: -​1.  inspect and copy the record of all members' names, addresses, and +​1.  inspect and copy the record of all members' names and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or ​2.  obtain from the secretary, upon written demand and payment of a -reasonable charge, a list of the names, addresses, and voting rights of +reasonable charge, a list of the names and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand. @@ -1678,19 +1654,19 @@ the bylaws of this corporation. Dated: \_\_\_\_\_\_\_\_\_\_         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ -        Louis Albert Billings, Director +        Pierre Grandin, Director         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ -        Christian Fernandez, Director +        Mark Johnsen, Director         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ -        Allen Shannon Lee, Director +        Jacob La Bay, Director         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ -        Michael Gittelsohn, Director +        Chris O’Sullivan, Director         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ -        Jason Spence, Director +        Nicole Scherm, Director CERTIFICATE From 3fbb6f8059cea7989090e6839bdff8fbb32e9ad1 Mon Sep 17 00:00:00 2001 From: Pierre GRANDIN Date: Mon, 11 Sep 2017 19:23:51 -0700 Subject: [PATCH 6/9] Changing membership application validation process --- AMTBylaws.md | 14 ++++++++------ 1 file changed, 8 insertions(+), 6 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index d880893..ab5a05b 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1210,12 +1210,14 @@ SECTION 3. ADMISSION OF MEMBERS Applicants shall be admitted to provisional membership on making application therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly -dues, as specified in the following section of this bylaw. Full membership -is granted after having been voted in by a quorum of full members with current -dues by simple majority vote no less than 30 days after having made the -provisional membership application. Any applicant who previously held full -membership and whose membership was terminated upon failure to renew may be -admitted as a full member without vote. +dues, as specified in the following section of this bylaw. Full membership is +granted after having been voted in by a quorum of members from the membership +admission committee for applicants with current dues by simple majority vote +no less than 30 days after having made the provisional membership application. +The membership admission committee is composed of volunteers appointed by +the board Any applicant who previously held full membership and whose +membership was terminated upon failure to renew may be admitted as a full +member without vote. SECTION 4. FEES, DUES, AND ASSESSMENTS From 7a117c5cf94c08cea8ddff5bd103e809f657d62c Mon Sep 17 00:00:00 2001 From: Pierre GRANDIN Date: Mon, 11 Sep 2017 19:53:02 -0700 Subject: [PATCH 7/9] Revert one of the secretary duty definition after review during meeting --- AMTBylaws.md | 6 ++++++ 1 file changed, 6 insertions(+) diff --git a/AMTBylaws.md b/AMTBylaws.md index ab5a05b..7058316 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -498,6 +498,12 @@ that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws. +Keep at the principal office of the corporation a membership book +containing the name and address of each and any member, and, in the case +where any membership has been terminated, the secretary shall record +such fact in the membership book together with the date on which such +membership ceased. + Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, and the minutes of the proceedings of the directors of the corporation. From 171082f720e52a708d22cdc7650bf5445bee5800 Mon Sep 17 00:00:00 2001 From: nyscherm Date: Mon, 25 Sep 2017 15:54:36 -0700 Subject: [PATCH 8/9] Changed membership language for member applicants --- AMTBylaws.md | 88 +++++++++++++++++++++++++++------------------------- 1 file changed, 46 insertions(+), 42 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index 7058316..6ce29aa 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -505,8 +505,9 @@ such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or -to his or her agent or attorney, on request therefor, the bylaws, and -the minutes of the proceedings of the directors of the corporation. +to his or her agent or attorney, on request therefor, the bylaws, the +membership book, and the minutes of the proceedings of the directors of +the corporation. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of @@ -686,9 +687,9 @@ and the proceedings thereof; accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; -​(c)  A record of its members, if any, indicating their names and, if -applicable, the class of membership held by each member and the -status of membership; +​(c) A record of its members, if any, indicating their names and +addresses and, if applicable, the class of membership held by each +member and the termination date of any membership; ​(d)  A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if @@ -1199,8 +1200,7 @@ MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS -The corporation shall have two classes of members. These classes will be -known as full members and provisional members. No member shall +The corporation shall have one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the articles of incorporation or bylaws of this corporation, all memberships shall have the same rights, @@ -1214,25 +1214,24 @@ previously expelled. SECTION 3. ADMISSION OF MEMBERS -Applicants shall be admitted to provisional membership on making application +Applicants shall be classified as member applicants on making application therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly -dues, as specified in the following section of this bylaw. Full membership is +dues, as specified in the following section of this bylaw. Membership is granted after having been voted in by a quorum of members from the membership admission committee for applicants with current dues by simple majority vote -no less than 30 days after having made the provisional membership application. -The membership admission committee is composed of volunteers appointed by -the board Any applicant who previously held full membership and whose -membership was terminated upon failure to renew may be admitted as a full -member without vote. +no less than 30 days after having made the membership application. The membership +admission committee is composed of volunteers appointed by the board. Any +applicant who previously held membership and whose membership was terminated upon +failure to renew may be admitted as a member without vote. SECTION 4. FEES, DUES, AND ASSESSMENTS ​(a)  No fee shall be charged for making application for membership in the corporation. -​(b)  The monthly dues payable to the corporation by members shall be in -such amount as may be determined from time to time by resolution of the -board of directors. +​(b)  The monthly dues payable to the corporation by members and member +applicants shall be in such amount as may be determined from time to time +by resolution of the board of directors. ​(c)  Memberships shall be nonassessable. @@ -1243,9 +1242,11 @@ There is no limit on the number of members the corporation may admit. SECTION 6. MEMBERSHIP RECORD The corporation shall keep a record of membership, containing the name and -address of each member. Termination of the membership of any member shall -be recorded. A list of all active members shall be available on the -organization's website, viewable by all active members. +address of each member and member applicant. Termination of the membership +of any member and termination of application for member applicants shall +be recorded. A list of all active members and active member applicants shall +be available on the organization's website, viewable by all active members +and member applicants. The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not @@ -1254,41 +1255,44 @@ related to a member's interest as a member. SECTION 7. NONLIABILITY OF MEMBERS -A member of this corporation is not, as such, personally liable for the -debts, liabilities, or obligations of the corporation. +A member or member applicant of this corporation is not, as such, personally +liable for the debts, liabilities, or obligations of the corporation. SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS No member may transfer a membership or any right arising therefrom. All -rights of membership cease upon the member's death. +rights of membership cease upon the member's death. No member applicant +may transfer an application or any right arising therefrom. All rights of +the member applicant cease upon the member's death. SECTION 9. TERMINATION OF MEMBERSHIP -​(a)  Grounds for Termination. The membership of a member shall -terminate upon the occurrence of any of the following events: +​(a)  Grounds for Termination. The membership of a member or application +of an applicant shall terminate upon the occurrence of any of the following +events:         (1)  Upon his or her notice of such termination delivered to the president or secretary of the corporation personally or by electronic -or physical mail, such membership to terminate upon the date of delivery -of the notice or date of deposit in the mail. +or physical mail, such membership or applicantion to terminate upon the date +of delivery of the notice or date of deposit in the mail.         (2)  Upon a determination by the board of directors that the -member has engaged in conduct materially and seriously prejudicial to -the interests or purposes of the corporation. +member or member applicant has engaged in conduct materially and seriously +prejudicial to the interests or purposes of the corporation.         (3)  If this corporation has provided for the payment of dues by -members, upon a failure to renew his or her membership by paying dues on -or before the first of the month, such termination to be effective at the -start of that month. +members or member applicants, upon a failure to renew his or her membership +or application by paying dues on or before the first of the month, such termination +to be effective at the start of that month. ​(b)  Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:         (1)  A notice shall be sent by first-class, registered, or -electronic mail to the last address of the member as shown on the -corporation's records, setting forth the expulsion and the reasons therefor. -For a full member, such notice shall be sent at least fifteen (15) days +electronic mail to the last address of the member or member applicant as shown +on the corporation's records, setting forth the expulsion and the reasons +therefor. For a member, such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.         (2)  If this corporation has provided for the payment of dues by @@ -1296,7 +1300,7 @@ members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment. -        (3)  The member being expelled, if a full member, shall be given an opportunity to +        (3)  Any member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the board of directors in accordance with @@ -1306,14 +1310,14 @@ expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.         (4)  Following the hearing, the board of directors shall decide -whether or not the full member should in fact be expelled, suspended, or +whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the board shall be final. SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP -All rights of a member in the corporation shall cease on termination of -membership as herein provided. +All rights of a member or member applicant in the corporation shall cease +on termination of membership or application as herein provided. SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS @@ -1344,7 +1348,7 @@ SECTION 3. SPECIAL MEETINGS OF MEMBERS of the members shall be called by the board of directors, the chairperson of the board, or the president of the corporation. In addition, special meetings of the members for any lawful purpose may be -called by five percent (5%) or more of full members. +called by five percent (5%) or more of the members. SECTION 4. NOTICE OF MEETINGS @@ -1472,8 +1476,8 @@ number. SECTION 7. VOTING RIGHTS -Each full member is entitled to one vote on each matter submitted to a -vote by the members. Voting at duly held meetings shall be by voice vote. +Each member is entitled to one vote on each matter submitted to a vote +by the members. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by ballot. SECTION 8. PROXY VOTING From 8d1fe69ec1e0f9f3c57055040489907e1ac216ed Mon Sep 17 00:00:00 2001 From: nyscherm Date: Mon, 2 Oct 2017 17:26:56 -0700 Subject: [PATCH 9/9] more membership wording changes --- AMTBylaws.md | 34 ++++++++++++++++------------------ 1 file changed, 16 insertions(+), 18 deletions(-) diff --git a/AMTBylaws.md b/AMTBylaws.md index 6ce29aa..e2fb388 100644 --- a/AMTBylaws.md +++ b/AMTBylaws.md @@ -1214,15 +1214,14 @@ previously expelled. SECTION 3. ADMISSION OF MEMBERS -Applicants shall be classified as member applicants on making application -therefor in writing and upon^[[a]](#cmnt1)^ payment of the first monthly -dues, as specified in the following section of this bylaw. Membership is -granted after having been voted in by a quorum of members from the membership +Applicants shall be classified as member applicants (known as provisional members) +on making application therefor in writing and upon^[[a]](#cmnt1)^ payment of the +first monthly dues, as specified in the following section of this bylaw. Membership +is granted after having been voted in by a quorum of members from the membership admission committee for applicants with current dues by simple majority vote no less than 30 days after having made the membership application. The membership -admission committee is composed of volunteers appointed by the board. Any -applicant who previously held membership and whose membership was terminated upon -failure to renew may be admitted as a member without vote. +admission committee is composed of volunteers appointed by the board. Membership +applications may be rejected at discretion of the corporation. SECTION 4. FEES, DUES, AND ASSESSMENTS @@ -1267,9 +1266,8 @@ the member applicant cease upon the member's death. SECTION 9. TERMINATION OF MEMBERSHIP -​(a)  Grounds for Termination. The membership of a member or application -of an applicant shall terminate upon the occurrence of any of the following -events: +​(a)  Grounds for Termination. The membership of a member shall terminate +upon the occurrence of any of the following events:         (1)  Upon his or her notice of such termination delivered to the president or secretary of the corporation personally or by electronic @@ -1277,12 +1275,12 @@ or physical mail, such membership or applicantion to terminate upon the date of delivery of the notice or date of deposit in the mail.         (2)  Upon a determination by the board of directors that the -member or member applicant has engaged in conduct materially and seriously -prejudicial to the interests or purposes of the corporation. +member has engaged in conduct materially and seriously prejudicial to +the interests or purposes of the corporation.         (3)  If this corporation has provided for the payment of dues by members or member applicants, upon a failure to renew his or her membership -or application by paying dues on or before the first of the month, such termination +by paying dues on or before the first of the month, such termination to be effective at the start of that month. ​(b)  Procedure for Expulsion. Following the determination that a member @@ -1290,13 +1288,13 @@ should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:         (1)  A notice shall be sent by first-class, registered, or -electronic mail to the last address of the member or member applicant as shown -on the corporation's records, setting forth the expulsion and the reasons -therefor. For a member, such notice shall be sent at least fifteen (15) days -before the proposed effective date of the expulsion. +electronic mail to the last address of the member as shown on the corporation's +records, setting forth the expulsion and the reasons therefor. Such notice +shall be sent at least fifteen (15) days before the proposed effective +date of the expulsion.         (2)  If this corporation has provided for the payment of dues by -members, any person expelled from the corporation shall receive a refund +members, any member expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.