04/23/00 - 04/26/00 - Emergency Preamble Amendment to the Bylaws Election Passed 29-3. To: "(Post) - ALHN Membership -Vote List" From: Norm Vance X-eGroups-Approved-By: nvance@cbpu.com via email; 23 Apr 2000 23:15:51 -0000 Mailing-List: list alhn-membership-voting@egroups.com; contact alhn-membership-voting-owner@egroups.com Delivered-To: mailing list alhn-membership-voting@egroups.com List-Unsubscribe: Date: Sun, 23 Apr 2000 19:14:24 -0400 Reply-To: alhn-membership-voting-owner@egroups.com Subject: [alhn-membership-voting] VOTING NOTICE & PROCEDURES: Bylaws Amendment American Local History Network, Inc. (ALHN) EMERGENCY BYLAWS AMENDMENT VOTING NOTICE & PROCEDURES On April 22, 2000, the ALHN, Inc. Board of Directors formally approved a MEMBERSHIP vote on the proposed emergency amendment (below) to the current bylaws as published on the ALHN-Membership-Voting List on April 15, 2000. The primary purposes of the emergency amendment are to formally: A. Adopt full MEMBERSHIP voting rights and privileges; B. Return ALHN policies, rules and guidelines to their pre-incorporation status; and C. Make the bylaws consistent with both the Idaho Nonprofit Corporation Act and the ALHN, Articles of Incorporation. VOTING PROCEDURES 1. The polls will open at Noon EDT tomorrow, Monday, April 24, 2000 for a period of 48 hours at: http://www.egroups.com/polls/alhn-membership-voting 2. A YES vote will signify approval of the amendment. A NO vote will signify disapproval. 3. All voting will take place on the ALHN-Membership-Voting List except write-in votes. 4. Members who elect to vote by write-in or who have given a proxy must UNSUBSCRIBE from the ALHN-Membership- Voting List PRIOR to the opening of the polls. 5. Proxies must be emailed PRIOR to the opening of the polls to: Secretary Barbara Lavin, email: irishsun@ptdprolog.net President Norman Vance, email: nvance@cbpu.com The proxy must include the name and email address of the individual to whom the proxy has been given and must be from the email address provided by the member to the Board. 6. Write-in ballots *MUST* be emailed to the following *THREE* email addresses (NOT to the list): Secretary Barbara Lavin, email: irishsun@ptdprolog.net President Norman Vance, email: nvance@cbpu.com Proctor Pat Sabin, email: psabin@bellsouth.net 7. All write-in ballots will be confirmed by use of a "reply to all" email reply prior to the closing of the polls. The votes of write-in ballots will be remain confidential. 8. Members can change their votes at any time prior to the closing of the polls. Those using the ALHN-Membership- Voting List can change their votes at that location. In the case of a write-in ballot, the last email received is the only email that will be counted. 9. Election protests MUST be emailed to: Secretary Barbara Lavin, email: irishsun@ptdprolog.net President Norman Vance, email: nvance@cbpu.com 10. Questions may be addressed to either the President and Secretary or to the ALHN@egroups.com List. 11. In accordance with the Idaho Nonprofit Corporation Act, 30-3-57 and -97, passage of the emergency amendment by a vote of the members requires a simple majority of either (a) total votes cast or (b) total eligible voters, whichever is less. 12. Should the amendment pass, it will take effect immediately upon certification of the voting results. Barbara Lavin, Secretary Norm Vance, President PROPOSED EMERGENCY AMENDMENT TO THE BYLAWS EMERGENCY PREAMBLE WHEREAS the Bylaws of the American Local History Network, Inc. are in violation of the Idaho Nonprofit Corporations Act, 30-3-21(2) due to the omission of membership language consistent with the Articles and law, a majority of the membership voting have approved this Emergency Preamble, the terms and conditions of which shall supercede all other articles and sections herein, those terms and conditions being that, PENDING FURTHER AMENDMENT TO THESE BYLAWS: A. The pre-incorporation policies located at http://www.alhn.org/about.html shall remain in effect; B. All current ALHN webmasters shall be eligible for immediate ALHN voting membership rights, and all new and ex-ALHN webmasters shall be eligible for voting membership 96 hours after application, with member eligibility based on pre-incorporation policies; C. The Board of Directors shall have no authority to add, change or remove said policies without ratification by a majority of the members voting; D. Excepting as required by the Act, the Board of Directors shall have no authority other than (1) the maintenance and preservation of ALHN, Inc.'s name, lists, logos, domain and domain's contents; (2) publication of notices; (3) conducting votes and elections; (4) election of officers; and (5) creation of Committees; E. Henceforth, ALHN Mailing List discussions shall be limited to issues, not personalities. Any ALHN Webmaster who engages in personal attacks or flaming on any List maintained or administered by ALHN, Inc. shall be immediately suspended from posting for a minimum of 72-hours; F. All directors must be members; G. All director elections must be by a membership vote; H. All committee members must be members; and all vacant committee member positions must be filled by a membership vote; I. The terms of all directors elected in 2000 shall expire no later than January 11, 2001; J. All membership votes must henceforth be preceded by a 72-hour notice to the ALHN-Membership-Voting List; K. Excepting proxies, all membership votes must be conducted on the ALHN-Membership Voting List; L. The Board must conduct membership voting on any motion presented as an email demand by ten percent (10%) or more of the membership, with the record date to be that of the first demand received, with a 72-hour notice of voting to be issued no more than 72 hours after receipt of ten percent of the demands; M. No later than 72 hours following approval of this Emergency Preamble, a membership vote shall be conducted to determine the number of authorized directors; N. No later than 72 hours following membership approval of the number of authorized directors, a membership election shall be conducted to fill director vacancies, if any; and O. Further amendments to these Bylaws must be approved by a majority of the members voting. To: "(Post) - ALHN Membership -Vote List" From: Norm Vance Mailing-List: list alhn-membership-voting@egroups.com; contact alhn-membership-voting-owner@egroups.com Delivered-To: mailing list alhn-membership-voting@egroups.com List-Unsubscribe: Date: Wed, 26 Apr 2000 12:19:24 -0400 Reply-To: alhn-membership-voting-owner@egroups.com Subject: [alhn-membership-voting] Voting Results: Emergency Bylaws Amendment ALHN, Inc. Emergency Bylaws Election Results April 20-22, 2000 Number of eligible voters: 50 Number of votes cast: 32 Necessary for election: 17 Yes votes: 29 No votes: 3 One (1) write-in ballot was received, a "No" vote. (included in above tally) The "Yes" votes having received a majority of votes cast, it is now declared that the Emergency Bylaws Amendment has passed, and becomes effective immediately. Certified this date by Barb Lavin, Secretary Norm Vance, President