Gary, Bumper, John, whoever... Here's what I did for 4 hours last night. If you don't want to read the boring parts, skip down to #55, that's the one that really concerns me.
1. Definitions- Added I don't have a problem with the section in general, in fact it might need one or two additional definitions. I do have a problem with the concept of "voting authority". The origin of this definition is not found in the existing by-laws, and I'm pretty sure Robert's doesn't mention anything like this. The "voting representation" isn't a problem as it just defines and restates text already in the by-laws. The "voting power" definition is close enough to [url=http://www.moga.state.mo.us/statutes/C300-399/3550000066.HTM]RSMo 355.066 section 35[/url] to be appropriate. 2. Article I- Generally no problems with the deletions, but I suspect they served a purpose at one point and still might. I'd really be more comfortable if a lawyer determined what is necessary and what isn't. 3. Article II- Sec. 1. No problems but again, they served a purpose at one time, maybe there was a reason to keep it in there. Similar information is duplicated in Sec. 3. anyway. Perhaps since these are the operating guidelines for the corporation, the means of disbursing money to other 501 (c) (7) organizations needs to be stipulated. I'd like to see a lawyer's opinion. 4. Article III- Sec. 2. A. sub (a). Obviously this was changed last year. (b) and (c) were probably necessary. As this section is referred to later in the By-laws, I really would like to know what exactly the Articles of Incorporation say. Too bad that wasn't included in the packet. Article III Sec. 2 B If we're going to put this in, is it ok if I own 5 memberships and my wife owns 5 memberships? 5. Article III- Sec. 3. A. no problems B. no problem, but why shouldn't the interest holder be responsible for reporting who is and is not eligible to be an Associate member? Kids do get older, after all. 6. Article III- Sec. 5. no problem. This appears to be an appropriate use of "voting representation" to abbreviate the actual specification. 7. Article III- Sec. 6. Is there any chance we could see these restrictions mentioned before we vote them out the window? I do have a letter in to the Secretary of State requesting a copy of the Articles of Incorporation, but otherwise I haven't seen them and can't competently comment on the edits. I don't know what's going on with these particular deletions. I refuse to accept them as improvements until I know what's being referenced here. 8. Article III- Sec. 7. A. I understand the sentiment behind changing "maintenance" to "membership", but at the same time I think there was probably a reason the term "maintenance" was used. Perhaps because each of us owns a deeded interest in 1/6000th of the Ranch, and while we consider ourselves members, we are in actuality owners. "Maintenance" is probably more legally appropriate to what is actually collected, since we are rightfully considered owner-members. Maybe the wording would be more appropriate if it was changed to "ownership-membership". That's not much of a simplification, but it might be more accurate. [color=FF3333]Why is "voting authority" used here? The wording it replaces, 'majority of the members of the corporation voting at an annual meeting in person or by proxy' is the standard used for the "voting representation" definition. Why is this different? And where did this "voting authority" definition come from again?[/color] 9. Article III- Sec. 7. C. no problem. Why is this wording kept as "voting representation" while the same wording in III-Sec. 7A is changed? 10. Article III- Sec. 7. E. no problem. 11. Article III- Sec. 7. F. no problem. 12. Article IV- Sec. 1. This again references restrictions that have been stricken from Article II. Not a big deal in this case, but those restrictions do need to be provided if they're going to be referenced or have their reference deleted. 13. Article IV- Sec. 2. Another use of "voting authority". To be honest, this is the only place I can see it being used appropriately. The standard of how many people voted at the last meeting is probably the best measure of how many names should be required to call a special meeting. While this looks good to me, I still want to know where the "voting authority" definition came from. 14. Article IV- Sec. 3. no problem. This change is covered in the definitions. 15. Article IV- Sec. 5. [color=FF3333]This standard needs to be checked against [url=http://www.moga.state.mo.us/statutes/C300-399/3550000281.HTM]RSMo 355.281 sub 1 and 4.[/url] While we can establish a lower quorum than 10% of the votes entitled to be cast, sub-section 4 still requires 1/3 of the [url=http://www.moga.state.mo.us/statutes/C300-399/3550000066.HTM]"voting power"[/url] to be "present in person or by proxy" for anything other than what is mentioned in the meeting notice to be voted on.[/color] That means 1/3 of ~3000 need to be present before anything can be raised as a floor motion. If someone had been paying attention, last year's Day-guest ATV fee could have been completely knocked down. Of course, there's also the consideration that ALL of the floor motions made at the annual meetings are invalid due to this particular point. So, while we might have 250 people or proxies at a meeting, that doesn't mean they can pass whatever goofy ideas get brought up at that meeting, unless they are matters that were described in the meeting notice. This kind of mediates the need to be fearful of the proxies. I suppose it's possible to gather 1000 proxies though. That's still a threat, but not very crdible, based on turnout for our past elections. 16. Article IV- Sec. 6. [color=FF3333]The reason the option to waive notice is in the By-laws is so that a person can object to the meeting notice not being appropriate or defective. This needs to be in accordance with [url=http://www.moga.state.mo.us/statutes/C300-399/3550000256.HTM]RSMo 355.256[/url] so that we do not get into trouble for not having a provision in the By-laws.[/color] 17. Article IV- Sec. 7. no problem as this was already voted on by the members. (I hope it wasn't a floor motion!) 18. Article IV- Sec. 8. This again references Article III which itself references the Articles of Incorporation. I want to see the Articles of Incorporation before I agree to this edit. 19. Article IV- Sec. 9. no problem. 20. Article IV- Sec. 11. Again references Article III which references the Articles of Incorporation which are MIA. 21. Article IV- Sec. 12. I have no problem with this addition, except the citation is not specific enough. There are multiple Roberts out there. And I mean there are at least two men named Robert who have "Rules of Order" in print. One is Roberr McConnel and one is Henry Roberts. This needs to specific down to the edition, publisher, editor, etc. We all need to be on the same page when it comes to our parliamentary procedure. Nobody should be give the opportunity to have an excuse that they have a different edition than everyone else is using. If we're going to be making such stipulations, make them with precision. 22. Article V- Sec. 1. No problems with this deletion. I'm not sure what the purpose of that wording was. Perhaps it's an artifact from the developer's by-laws. 23. Article V- Sec. 2. No problems. 24. Article V- Sec. 3. A. No Problems. 25. Article V- Sec. 3. B. I don't understand why this was changed. It now says "the" meeting. Which one? The "each subsequent" text was more specific. 26. Article V- Sec. 3. C-G. I have no problem with the contents of subsections C, D, and E, but I think the way this is presented could be confusing. 27. Article V- Sec. 4. Where did this come from? I'm curious to know how this process to fill a BOD vacancy was suggested. What was wrong with the BOD appointing a replacement until the next election? I don't see anything wrong with this, but I would like to see it discussed. 28. Article V- Sec. 5. No problems. 29. Article V- Sec. 6. Again an issue with which specific version, printing, editor, etc. The more specific we are, the less chance there is of someone trying to manipulate the system by way of their ignorance. 30. Article V- Sec. 7. Mostly no problem, but the formatting seems to be off. I'm not sure if this is a typo or intentional. I'm not sure I understand what's being suggested if this is the way it's supposed to be. 31. Article V- Sec. 9. No problems except this doesn't take into account the possibility of having an expanded or decreased Board due to death or appointment as is provided in Article V- Sec. 2. 32. Article V- Sec. 10. No problems. 33. Article VI- Mostly no problems exept it doesn't allow for contingencies and vacancies. It might be possible that an individual BOD member might need to fill two offices in the case of a vacancy. Maybe there's some way to qualify such a situation on an emergency basis? 34. Article VI- Sec. 2. No problems 35. Article VI- Sec. 3. No problems 36. Article VI- Sec. 4. No problems 37. Article VI- Sec. 5. No problems 38. Article VI- Sec. 6. No problems 39. Article VI- Sec. 7. No problems 40. Article VI- Sec. 8. No problems- Is this a suggestion from Robert's? 41. Article VII- Sec. 1. No Problems 42. Article VII- Sec. 2. This looks to me like something that should be defined. What is an officer of the corporation if not a member of the BOD? If we had a definition for this, it might ease a lot of concerns. 43. Article VIII- Sec. 1. No problems 44. Article IX- No problems. I personally would suggest an amendment to strike the "; provided however, the cost of any such bond so required shall be paid by the corporation" portion of the text. If we require an employee to be bonded, they ought to be willing to pay it. If the employee doesn't secure their own bond, then what do they have to lose if they violate the trust agreement? This has never made sense to me. 45. Article X- No problems 46. Article XI- No problems 47. Article XII- Sec. 1. I don't have a problem with the wording but I do question the purpose of the entire section. This is certainly something that we need to have a lawyer go over. I'd be all in favor of getting rid of any of this if it's unnecessary, and I would certainly want to know what we'd need to keep and what could go. My guess is most of it would have to stay. But it's probably worth getting an opinion. 48. Article XII- Sec. 2. No problems, But I bet Al Rudolph would like an opportunity to amend this. I think this is the section he keeps quoting. Can't say that I'm not sympathetic to his concern. 49. Article XII- Sec. 3. No problems 50. Article XII- Sec. 4. No problems 51. Article XII- Sec. 7. If we're going to go so far as to state how committees are appointed, then there ought to be something about how they are organized and operate as well. I just recall the Conservation Committee meltdown in October 2003. If they had an operating charter that stipulated how the succession of power was to take place, I think that might have avoided some of the problems they had. Also I think it ought to be a requirement that committees keep an updated list of members and submit regular (every BOD meeting) written reports. But that's just what I would amend. My guess is a good portion of the committees would oppose such regulation. Still, it's worth discussing. 52. Article XII- Sec. 8. No problems 53. Article XII- Sec. 9. No problems generally, but shouldn't the Ranch Manager have assistance from the Finance Committee that is being organized? It's a big job for one person. 54. Article XIII- No problems 55. Article XIV-[color=FF3333] Is this what the Judge ordered? Based on the scanned [url=http://cloud9ranch.net/cms/html/modules/wfsection/article.php?articleid=29]decision[/url] itself, this should currently state, "Article XIV- Bylaws shall be amended in the manner described by Missouri law." We can see in the judgment that we are supposed to follow [url=http://www.moga.state.mo.us/statutes/C300-399/3550000596.HTM]RSMo 355.596 1(2)[/url] which states, "Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved: (2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606."[/color] I don't think we need any written approval. We're not in receivership (yet). [color=FF0000]

The way this revision is worded really concerns me. The fact that there is no invocation of the "voting power", "voting representation" or even "voting authority" here is a problem. The way this is written an amendment proposal could be sent out and if only 3 people respond, two of them could vote to approve it, and it would pass. This is a major issue and needs immediate consideration or editing before we proceed with it.

[/color] The point of having by-laws votes at membership meetings is that there is some protection of what can be discussed and what can be voted on. As things are now we have the security of [url=http://www.moga.state.mo.us/statutes/C300-399/3550000596.HTM]RSMo 355.596 Sec. 4[/url] which says: [quote]If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section [url=http://www.moga.state.mo.us/statutes/C300-399/3550000251.HTM]355.251[/url]. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. [/quote] If we use the wording of [url=http://www.moga.state.mo.us/statutes/C300-399/3550000596.HTM]RSMo 355.596 Sec. 5[/url] which governs mailed ballots we get this: [quote] If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. [/quote] [color=FF0000]

Am I wrong in my assessment of the wording of this Article? Or if these by-laws are passed will we be seriously screwed?[/color]

56. Article XV- No problem Giltweasel Joe Devos