I'm always reluctant to use the phrase "with all due respect" when I disagree with someone. That's because I suspect that what whoever is saying that really means "with absolutely no respect to you and your dumb ideas." But, in this case I know Jay Clark so I really do mean that "with all due respect." But I still think that he is wrong to say that it is "illegal" for neighborhood organizations to have open elections.
Here's why. It's useful to read the actual text of the laws. Jay paraphrases the sections and I don't think those paraphrases are fair statements of what the statutes really say. "317A.437 Record date; determining members entitled to notice and vote. Subdivision 1. Determination. The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only voting members on that date are entitled to notice of and permitted to vote at that meeting of members." "317A.401 Members. Subd. 2. Admission. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without the person's express or implied consent. For purposes of this subdivision, consent includes, but is not limited to, acceptance of membership benefits knowing that the benefits are available only to members, or taking some other affirmative action that confers membership benefits. If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent." "317A.439 Members' list for meeting. Subdivision 1. Preparation. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting." Now, let's look at that language a little more closely. The first quote is the provision for fixing a record date. It says, "the board MAY fix...." That should be unassailably clear that by saying "may" there is no requirement that the board set a record date. If it were required, it would read, "the board MUST fix...." So what happens is the board does not fix a record date? The answer is provided by the last sentence of that same first quote. It says, "When a date is so fixed, only voting members on that date are entitled to notice of and permitted to vote at that meeting of members." It seems obvious that the negative implication of those words are, "When a date is not so fixed, all voting members on the date of the meeting are entitled to notice of and permitted to vote at that meeting of members." To take advantage of that provision, all a neighborhood organization must do is to amend the bylaws say something like, "Show up at a meeting and (SHAZAM!) you're a voting member." The second quoted section prohibits expansive claims by organizations as to who is a member. It prohibits making someone a member without "the person's express or implied consent." It is, I think, not debatable that showing up at a meeting with the intention of voting is express consent to membership in the organization. The third quote is the section of the law that provides the mechanics of setting up a list for notice and voting. But, by its own terms, it only applies "After fixing a record date..." And, as already shown, setting a record date is not required. In the end, if a neighborhood organization wants to let anyone vote who lives in the neighborhood and shows up at a meeting, then all that organization has to do is: (1.) adopt a bylaw saying "if you show up, you're a member"; and (2.) NOT set a record date for the meeting. So it's really pretty simple to let everyone vote who comes to a meeting. Of course, there is the pesky business of Jay's reference to "one non-profit lawyer" who said that it was absolutely illegal to let everyone vote. (I shall resist asking, "Is there a lawyer somewhere who doesn't make a profit?) The solution to that is the classic one used by everyone when one lawyer disagrees with another lawyer. That is, short of a lawsuit, you pick the advice that you really, really like and go with it. It will promptly be pointed out by at least one list member that my organization, PPERRIA, doesn't follow that procedure. In PPERRIA, you need to have joined for about a month before you become a voting member. The reason why is that the members don't think that it's good policy to turn all decisions over to whoever happens to show up (or is secretly organized to show up) at any meeting. And the membership reconsidered that position as recently as two years ago and decided to continue it. PPERRIA rules prohibit anyone from speaking for PPERRIA unless the members have voted on the issue. And PPERRIA members meet 10 times a year to make decisions. But it is my personal sense that the members believe in making decisions in open debate and not by ambush and counter-ambush. All I'm saying here is how immediate voting could be done. Whether it should be done is quite another issue. Fundamentally, I think Jay wants the neighborhood organizations to have the look and feel of a neighborhood government. Perhaps having neighborhood governments would be a better way. But whether we change to some kind of neighborhood government should be addressed on doing exactly that. It should not be addressed in terms of "how do we make this private, non-profit corporation serving the public interest have the look and feel of a government." Again, maybe it is a better way. I'm personally willing to consider it. But like many issues, you need to ask the right questions first. It's my belief that Jay is not asking the right question. Thank you. Steve Cross Prospect Park _______________________________________ Minneapolis Issues Forum - A Civil City Civic Discussion - Mn E-Democracy Post messages to: [EMAIL PROTECTED] Subscribe, Unsubscribe, Digest option, and more: http://e-democracy.org/mpls
