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I’m a member of a Maryland and IRS recognized 501(c)(6) nonprofit membership association.
The Articles of Incorporation state: The corporation shall have members. The designation of each class of members and rights, including voting rights, of the members of each class shall be as outlined in the Bylaws.
Article II, Membership, Voting Members, states that the Member and Life Member categories shall be entitled to all rights and privileges, including voting and holding office.
The current Board of Directors has proposed a bylaw change that would have the election of the President-Elect, Vice President, and Secretary by the Board of Directors instead of the language of the current Bylaw election section.
Article VIII – Nominations and Elections
Section 5. Election. The election of the President-Elect, the Vice President, and the Secretary and Treasurer shall be conducted in the manner set forth in Section 6 of Article III of these Bylaws. A ballot shall be either delivered by the U.S. Postal Service and/or electronically through a secure internet website or voting service to all Voting Members of NSPS who shall be eligible to vote for the President-Elect, the Vice President, the Secretary, and the Treasurer. Ballots shall be disseminated under the supervision of the Secretary at least forty-five days prior to the election. All ballots shall include a provision for write-in votes and shall be accompanied by the voting instructions under which such election is to be conducted. A plurality vote of the ballots cast for each office shall determine the candidate elected. Each State Director shall be selected as outlined in Article W, Section 3 of these Bylaws. Terms of the newly elected officials shall begin with their investiture during the NSPS Annual Meeting, and they shall hold office until the investiture of their successors.
Article III – Membership Meetings
Section 6. Vote by Ballot. In lieu of obtaining the vote of members at a regular or special meeting, the Board of Directors may submit any matter to the Voting Members for approval by ballot. An official ballot shall be delivered by the U.S. Postal Service and/or electronically through a secure internet website or voting service to each Voting Member. Returned ballots postmarked by the U.S. Postal Service or electronically cast after the announced voting deadline will not be counted. Except as otherwise required by law, the Articles of Incorporation of NSPS, or these Bylaws, the affirmative vote of a majority of the Voting Members voting by ballot shall be the act of the members.
They currently have only proposed the following changes. They would insert the words “elected by the Board of Directors” after “Treasurer shall be” and strike the word “conducted” in the first sentence of Article VIII, section 5. They would also remove the wording “ to all Voting Members of NSPS who shall be eligible to vote for the President-Elect, the Vice President, the Secretary and the Treasurer” in the second sentence of the section.Question: Would this be legal without making any other changes to the Bylaws concerning Member voting rights and election procedures?
2.14.2022
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