SPI legal question

Greg, could you address this for us, please? We'd like to move forward on
modernising our by-laws, but have an important legal question to determine
if it's even feasable to have new by-laws accepted.

> Unfortunately, the 9th paragraph of article 3 of our by-laws read: "To
> become a non contributing member, the applicant must apply for a
> non-contributing membership. This membership will not expire." And the
> first paragraph of article 12 reads: "These by-laws may be altered,
> amended, repealed or added to by an affirmative vote of not less than
> two-thirds of the members." This last part does not specify
> "contributing memberships", which makes our vote quorum fairly
> unattainable, considering only 1/3 of even contributing memberships
> voted in this past election.
>
> I'd like opinions on whether we can interpret this paragraph to mean
> contrbuting memberships, as would be suggested by article 5, paragraph
> 1: "Any contributing member of SPI is eligible to vote. Non contributing
> members of SPI may not vote. Each voting member shall have exactly one
> vote." Or are we stuck with requiring a 2/3 majority of votes from
> people who are not allowed to vote?

Thanks, we really appreciate any insight you can give us.

- -
David "cdlu" Graham - cdlu(at)railfan(dot)ca
Guelph, Ontario - http://www.cdlu.net/