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2017 board revision #3

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2017 board revision #3

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60531b9
Article 13 updates (membership)
nyscherm Jul 20, 2017
14c27a0
Clarification about who can vote
pgrandin Jul 20, 2017
d527bb4
Updates on membership record
pgrandin Jul 20, 2017
5f73d5a
Clarified membership qualifications
pgrandin Jul 20, 2017
e8e8aaf
more modifications to membership language
nyscherm Aug 16, 2017
3fbb6f8
Changing membership application validation process
pgrandin Sep 12, 2017
7a117c5
Revert one of the secretary duty definition after review during meeting
pgrandin Sep 12, 2017
171082f
Changed membership language for member applicants
nyscherm Sep 25, 2017
8d1fe69
more membership wording changes
nyscherm Oct 3, 2017
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169 changes: 77 additions & 92 deletions AMTBylaws.md
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Expand Up @@ -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

Expand Down Expand Up @@ -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
Expand Down Expand Up @@ -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

Expand Down Expand Up @@ -506,7 +505,7 @@ 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
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.

Expand Down Expand Up @@ -688,7 +687,7 @@ 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
​(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;

Expand All @@ -715,21 +714,20 @@ 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
Expand Down Expand Up @@ -1202,7 +1200,7 @@ MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of 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,
Expand All @@ -1211,39 +1209,43 @@ 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

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 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. Membership
applications may be rejected at discretion of the corporation.

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
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.

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 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, containing the name and
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
Expand All @@ -1252,48 +1254,51 @@ 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 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
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, 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.
members or member applicants, 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.

​(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.
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)  The member being expelled shall be given an opportunity to
        (2)  If this corporation has provided for the payment of dues by
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.

        (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
Expand All @@ -1302,19 +1307,15 @@ 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
        (4)  Following the hearing, the board of directors shall decide
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.

        (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

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

Expand All @@ -1337,23 +1338,7 @@ 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

Expand Down Expand Up @@ -1612,13 +1597,13 @@ 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.
Expand Down Expand Up @@ -1679,19 +1664,19 @@ 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

Expand Down