Illegal 2023 Bylaw Amendment Process and Violations
The attempt to amend the bylaws of our organization on April 29, 2023 was conducted in a manner that flagrantly violated multiple provisions of the current governing bylaws. Amending the bylaws, which is the governing document outlining membership rights and organizational procedures, requires meticulously following the process prescribed by both state nonprofit law and the organization’s own bylaws. Attempting to circumvent or ignore those requirements renders any purported amendments void and illegal.
Specifically, the bylaw amendment process on April 29th violated the organization’s bylaws in several ways:
- The final amendment document was shared only on April 27, 2023 at 12:11 AM, a mere 2 days before the scheduled vote on April 29th. This patently violates Section 8.2 of the bylaws which mandates 14 days advance written notice of any proposed bylaw amendments.
- The voting on amendments did not occur at a properly called General Body meeting, violating Section 8.2’s requirement that bylaw changes must be approved at a meeting of the general membership.
- The invitation for the purported “special” General Body meeting was sent only 2 days in advance on April 27th. Section 10.1 of the bylaws requires a minimum 2 weeks’ advance notice for any special meeting of the membership.
- According to statements, 235 valid votes were counted on April 29th. This falls drastically short of achieving the quorum requirements outlined in the bylaws for holding a valid meeting of the general membership to approve bylaw changes.
Amending an organization’s bylaws, which dictates membership rights, operating rules, and governs the nonprofit corporation, requires strict adherence to stipulated procedures. The flagrant violations of advance notice, voting location, quorum, and approval requirements render the alleged April 29th “amendments” null and void from inception. They were enacted through an illegal process in contravention of the organization’s bylaws.
No individual member or faction holds unilateral authority to simply discard the current governing bylaws and replace them through an improper amendment procedure that fails to follow stipulated requirements. The General Body is the ultimate authority over bylaw changes per the organization’s bylaws and state nonprofit law. Any purported new bylaws enacted through April 29th’s flawed process have no legal force or effect.
Moving forward, the current TAGDV governing body and its members are committed to following proper amendment procedures that respect the rights of all through a fully transparent and legally valid process strictly adhering to the requirements outlined in the current, properly ratified organizational bylaws.
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