{UAH} Unlawful UNAA Constitution 4
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11:07 AM |
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Below are links to the relevant law that shows that state law applies to UNAA: (M.G.L. Chapter 180, s. 1 and s. 10C)
For a faster response please contact me at 415.789.6427
sent from Google Nexus 5 on Vodafone's LTE Network! ----- Forwarded Message -----
From: Joseph Musoke <joseph.musoke@ymail.com>
To:
Sent: Friday, September 26, 2014 5:55 PM
Subject: unaalist Unlawful UNAA Constitution 3
From: Joseph Musoke <joseph.musoke@ymail.com>
To:
Sent: Friday, September 26, 2014 5:55 PM
Subject: unaalist Unlawful UNAA Constitution 3
In response several requests to provide more details about my proposals in the email below, here is a summary:
caution:please forgive any typos..I'd five mins to write this email and my phone oftentimes messes up words!
Another way to resolve UNAA's disputes would be via dissolving the Election Commission, the Council and the Board of Trustees. These bodies were created under the new constitution of 2010 but I think that the 2010 constitution is void because UNAA did not follow Massachusetts law governing corporations. The Executive should appoint a new EC and the EC issue election guidelines that incorporate some of the good provisions in the current constitution.
1. state law requires that members should get ample time to review proposed changes before they vote on them (changes to articles can't be voted on in the same meeting where they are first introduced). i.e the law required UNAA to present the new constitution to members at the 2009 convention and the ask members to vote at the next meeting in 2011. However, UNAA presented the new document to members in 2010 and required members to vote on it at the same meeting.
2. the law requires that any changes to the articles of incorporation (UNAA's constitution) have to get state approval before they become effective. However, UNAA has never submitted the new constitution to the secretary of state for approval. Therefore, under the law, the new constitution has never become effective.
3. the law requires that two-thirds of members have to approve changes to articles but UNAA constitution was voted on b just 100 members out of over 1,200 members present at the meeting in 2010.
4. the law requires that articles cannot have provisions that are illegal. UNAA's constitution has several provisions that are illegal in Massachusetts. e.g (a) the law requires that members get a chance to vote on candidates for the Board but UNAA's constitution provides that the vote is restricted to the Council. (b) The law requies that members should get a chance to nominate their own candidates to the Board but UNAA's constitution provides that it is only the Executive that can nominate candidates for the Board.
(c) The law requires that expulsion of a member can only happen a vote by other members. However, UNAA's constitution provides that the Council can expel a member.
proposals:
1. the Executive should disband the Board, the council and the Election Commission (EC) because they were created under an illegal constitution.
2. the Executive should request each local chapter to submit one person for the EC. This should be done as soon as possible to prepare for the 2015 elections.
3. the EC should release election guidelines and adopt some good provisions of the 2010 constitution e.g limiting voting to members that live in North America.
4. the Executive should appoint a committee to fix the old 2010 constitution.
5. the current members' register should be displayed immediately on the association's website (unaa.org) and updated regularly. The EC should takeover the role of updating the members' register and it should be done in a transparent manner.
6. EC minutes should be open to members' inspection.
7. if the Executive refuses to act, the law provides that 10% of members can request a court for authority to call a meeting (via email?) to disband the Board, the Council and the EC.
thanks
caution:please forgive any typos..I'd five mins to write this email and my phone oftentimes messes up words!
Another way to resolve UNAA's disputes would be via dissolving the Election Commission, the Council and the Board of Trustees. These bodies were created under the new constitution of 2010 but I think that the 2010 constitution is void because UNAA did not follow Massachusetts law governing corporations. The Executive should appoint a new EC and the EC issue election guidelines that incorporate some of the good provisions in the current constitution.
1. state law requires that members should get ample time to review proposed changes before they vote on them (changes to articles can't be voted on in the same meeting where they are first introduced). i.e the law required UNAA to present the new constitution to members at the 2009 convention and the ask members to vote at the next meeting in 2011. However, UNAA presented the new document to members in 2010 and required members to vote on it at the same meeting.
2. the law requires that any changes to the articles of incorporation (UNAA's constitution) have to get state approval before they become effective. However, UNAA has never submitted the new constitution to the secretary of state for approval. Therefore, under the law, the new constitution has never become effective.
3. the law requires that two-thirds of members have to approve changes to articles but UNAA constitution was voted on b just 100 members out of over 1,200 members present at the meeting in 2010.
4. the law requires that articles cannot have provisions that are illegal. UNAA's constitution has several provisions that are illegal in Massachusetts. e.g (a) the law requires that members get a chance to vote on candidates for the Board but UNAA's constitution provides that the vote is restricted to the Council. (b) The law requies that members should get a chance to nominate their own candidates to the Board but UNAA's constitution provides that it is only the Executive that can nominate candidates for the Board.
(c) The law requires that expulsion of a member can only happen a vote by other members. However, UNAA's constitution provides that the Council can expel a member.
proposals:
1. the Executive should disband the Board, the council and the Election Commission (EC) because they were created under an illegal constitution.
2. the Executive should request each local chapter to submit one person for the EC. This should be done as soon as possible to prepare for the 2015 elections.
3. the EC should release election guidelines and adopt some good provisions of the 2010 constitution e.g limiting voting to members that live in North America.
4. the Executive should appoint a committee to fix the old 2010 constitution.
5. the current members' register should be displayed immediately on the association's website (unaa.org) and updated regularly. The EC should takeover the role of updating the members' register and it should be done in a transparent manner.
6. EC minutes should be open to members' inspection.
7. if the Executive refuses to act, the law provides that 10% of members can request a court for authority to call a meeting (via email?) to disband the Board, the Council and the EC.
thanks
For a faster response please contact me at 415.789.6427
sent from Google Nexus 5 on Vodafone's LTE Network!
From: Joseph Musoke <joseph.musoke@ymail.com>
To: "ugandans-at-heart@googlegroups.com" <ugandans-at-heart@googlegroups.com>; "UNAANET@yahoogroups.com" <UNAANET@yahoogroups.com>
Sent: Monday, September 22, 2014 1:32 PM
Subject: Unlawful Constitution
Another option to resolve UNAA disputes: we should void the constitution because it is illegal under State law. Since the constitution is voidable, we should disband the bodies that were created under the new constitution i,e the Council, the Board of Trustees and the Election Commission.
UNAA is a Massachusetts corporation and like any other Massachusetts corporation, UNAA has to abide by State law (especially Chapter 156B and 180). Under Massachusetts law, UNAA's current by-law (i.e the 2010 constitution) is illegal.
State law provides that a by-law shall not be repealed or amended, or an additional by-law adopted, unless notice of such proposed action shall have been given at a previous meeting; and such repeal, amendment or adoption shall not take effect until it has been approved by the state secretary as conformable to law.
UNAA violated this provision because UNAA members did not the get legal notice period. The constitution was given to the members at the annual meeting in 2010 and the members were required to vote on it during the same meeting. Under the law, members should have voted on the new constitution at the next meeting in 2011.
In addition, UNAA violated the above section when the constitution became effective without the approval of the secretary of state as required by law. The secretary of state has never approved the new constitution.
State law also provides that changes to the articles (Constitution) have to be approved by vote of two-thirds of its members entitled to vote. In 2010, UNAA's constitution was approved by about 100 members out of over 1,200 members. i.e in 2010, anyone that paid for the convention was a member. Since the 100 members did not amount to two-thirds of UNAA's members entitled to vote, the vote was void.
Most importantly, State law also provides that no by-law inconsistent with law shall be made by a corporation. UNAA's constitution has several provisions that are inconsistent with the law. e.g state law requires that members should approve candidates for Board positions. However, UNAA's constitution provides that it is the council that approves the Board.
In addition, state law requires that members should have the right to nominate candidates for the Board. However, UNAA's constitution does not allow members to nominate anyone for Board positions. This power is vested exclusively in the Executive. This is a clear violation of the law.
Another example is expulsion of members. State law requires that members can only be expelled after a vote by members. However, UNAA's constitution violates this law because it provides UNAA's Council can vote to expel a member.
Proposal:
I suggest that UNAA members request the Executives to disband the Council, Board of Trustees and the Elections Commission, since all those bodies were created pursuant to provisions of the illegal constitution.
If the Executive refuses to act, state law provides that 10% of the members can request the Executive to call a special meeting (via email?) and let the members vote on these proposals.
In case none of the officers is able and willing to call a special meeting, state law provides that 10% of the members can petition the supreme judicial or superior court to authorize ordinary members to call the special meeting.
thanks
For a faster response please contact me at 415.789.6427
sent from Google Nexus 5 on Vodafone's LTE Network!
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