How the voters were robbed of their mail-in ballot voting rights. This is the actual text of the announcement hiding the fact the bylaws would abolish mail-in ballots.
AMERICAN TRANSLATORS ASSOCIATION
Resolution Adopted by the Board of Directors, March 24,1991
WHEREAS the Board of Directors has reviewed the question of whether ATA should conduct formal meetings of its voting members and has concluded that member participation in ATA will be enhanced by amending the ATA bylaws to provide for formal meetings of the active members of ATA to be held at least annually and more frequently if needed, and the Board has been informed that such procedure will conform to the applicable provisions of the New York Not-For-Profit Corporation Law; and
WHEREAS bylaw amendments providing for meetings of members make desirable the adoption of related bylaw amendments dealing with such matters as quorum requirements, voting proxies, and notices of meetings; and
WHEREAS, as a result of its general review of the ATA bylaws, the Board wishes to propose additional amendments to the bylaws; it is therefore
RESOLVED that the Board of Directors proposes the following amendments to the bylaws of this Corporation, for submission to the members for approval:
1. Article XI is replaced in its entirety as follows:
"ARTICLE XI-MEETINGS OF ACTIVE MEMBERS
Section 1. Place of meeting. Regular or special meetings of active members shall be held at such locations as shall be determined by the Board of Directors within or without the State of New York.
Section 2. Annual meetings. A meeting of the active members shall be held annually at such time and date as shall be determined by the Board of Directors, to fill all expiring terms of directors of this Corporation, to fill any existing vacancies on the Board of Directors for the remainder of the unexpired terms, and for the transaction of such other business as shall come before the meeting. At such meeting any vacancies in the positions of President-Elect, Secretary or Treasurer shall also be filled for the unexpired term. In odd-numbered years the President-Elect, Secretary and Treasurer of the Corporation shall also be elected at such annual meeting. Unless otherwise determined by the Board of Directors, the annual meeting of the active members shall be held in conjunction with the annual meeting of all members as provided in Article X.
Section 3. Special meetings. Special meetings of the active members, for any purpose or purposes, may be called by the President of the Board of Directors, and shall be called by the President at the request in writing by 10% of the active members.
Section 4. Notice of meetings of active members.
(a) Notices of annual and special meetings Written notice of each annual or special meeting of active members shall be given, in person or by mail, to all active members, not less than 10 days nor more than 50 days before the date set for such meeting. Notice to members in the United States shall be sent by first-class mail, and notice to members outside the United States shall be sent by air mail.
(b) Notices of special meetings In addition to the above requirements, a notice of a special meeting shall state the purpose for which the special meeting is called and indicate that the notice is being issued by or at the direction of the person or persons calling the meeting.
Section 5. Record date of eligibility to vote Forthe purpose of determining the members entitled to vote at any meeting of active members or any adjournment thereof, or for the purpose of any other action by the active members, the Board of Directors may fix, in advance, a date as the record date for any such determination of active members. Such record date shall not be more than 50 nor less than 10 days before the date of such meeting.
Section 6. Inspectors of election. The Board of Directors may appoint one or more inspectors to act at the meeting or any adjournment there of. The inspectors shall determine the members eligible to vote, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents and determine the result.
Section 7. Quorum. At any meeting of the active members, the members entitled to cast 100 votes or 10% of the total number of votes entitled to be cast at the meeting, whichever is lesser, shall constitute a quorum for the transaction of any business. The active members present may adjourn the meeting despite the absence of a quorum.
Section 8. Proxies. Every member entitled to vote at a meeting of members may authorize another person or persons to act for such member by proxy. Every proxy must be in writing and signed by the member or the member's attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
Section 9. Voting. Each active member in good standing as of the record date of the meeting shall be entitled to one vote. Every elective office shall be filled by the candidate receiving the highest number of votes. Other matters submitted to membership vote shall be decided by a simple majority of those voting, except as otherwise provided by these bylaws or by law."
2. The following additional changes are made in the bylaws in order to conform to the foregoing additions:
(a) Article IV, Section 4, Vacancies, is amended to read as follows:
"When a vacancy occurs on the Board of Directors, the same shall be filled without undue delay by the Board of Directors. The appointee shall hold office until the next annual meeting of active members, at which a member shall be elected to serve the remainder of the unexpired term. Should the office of President become vacant, it shall be assumed by the President-Elect."
(b) Article IV, Section 5, Removal, is amended to read as follows:
"Any Director or officer may be removed from office by vote of the active members at any annual or special meeting of such members. Any motion to remove a Director or officer may be presented to the active members for vote only upon a two-thirds vote of the Board of Directors or upon submission to the President of a petition for removal signed by at least one hundred active members of the Association."
(c) An additional sentence shall be added to Section 1 of Article VI (Officers) as follows:
"If the office of President-Elect, Secretary or Treasurer becomes vacant, the office shall be filled by vote of the Board of Directors pending the next annual meeting of the active members of the Association, at which meeting the unexpired term, if any, of such office shall be filled."
(d) Article X, Annual Meeting, is amended to read as follows:
"Annual Meeting of All Members. The annual meeting of all members shall be held at a time and place determined by the Board of Directors in conjunction with the annual meeting of active members of the Association, and shall include such matters as determined by the Board of Directors and may include presentation and installation of newly elected directors and officers."
(e) Article XIV, Subsection (a) IS AMENDED TO READ AS FOLLOWS:
"(a) These bylaws may be amended at any regular or special meeting of active members called for the purpose at which a quorum is present, by a two-thirds vote of those active members present in person or by proxy. The complete text of the proposed change shall be submitted to each active member in writing prior to the meeting."
May 1991THE ATA CHRONICLE Page 7
What's wrong with this picture?Simply this: there was no Article XIV at the time. Instead, the proclamation sought -- by using the wrong Roman numeral and not publishing the proposed changes with strikeout and underline formatting -- to obscure the fact that it was obliterating the mail-in ballot, viz:
ARTICLE TWELVE - AMENDMENT OF BY-LAWS AND PARLIAMENTARY AUTHORITY
a. These By-Laws may be amended, repealed, altered or added to in whole or in part by a majority vote of the active members of the Association voting in a secret mail referendum, provided that the complete text of the proposed change is submitted to each member in writing.
Article XI was announced to be replaced by a MEETINGS article, when in fact it referred to CHAPTERS AND DIVISIONS, and was renumbered as Art. 12.
They also made a mistake on the amendment of "Article X, Annual Meeting"… Meetings were provided for in "ARTICLE NINE - ANNUAL MEETING." Article TEN was Voting and Elections, so again the voters were confused and misinformed.Doubtless a claim will be advanced that these were mere typos, that the REAL language was duly sent out to members in some long-lost packet. The published record, however, shows exactly what you see here, where our mail-in ballots were stealthily taken from us by bluffing and deceit. --JHP