The RID Bylaws specifies the following:

• Referendums - formal vote sent out to the eligible voting members that contains at least one motion - must meet the 5%.

• Special Membership Meetings - requires 10% of the members in a petition to call this meeting.

It is 5%. RID is not allowed according to California law to set a minimum that is higher than 5%.

Here's the evidence:

California Corporations Code § 5510(c) & RID Bylaws Art. VI § 3
For “special meetings of members for any lawful purpose,” any bloc of ≥ 5 % of voting members may compel the Board to call a meeting. The 10 % requirement in the Bylaws is void under Corp. Code § 5151(e) to the extent it conflicts with state law. However, our Board may call a special membership meeting.

California Corporations Code § 5056(a)

Defines a member as any person who, under the articles or bylaws, holds the right to vote for directors or on major corporate actions. Anyone lacking that vote is not a statutory member for purposes of petitions, quorum, or inspection rights.

Good news. It is not all of our 14,000+ members. RID's own bylaws says...

RID Bylaws Art. III § 1 (Voting Categories) & § 3(A) (Good‑Standing / Affiliate‑Chapter Requirement)
Only Certified and Associate members are voting categories. To be eligible, a person must also be in good standing (dues paid) and be a member of an Affiliate Chapter. Non-voting members (e.g., Supporting, Student, Retired) do not count toward the petition denominator.

This means we only count members who meet all three criteria. 

• Either Certified or Associate

• In Good Standing (paid dues)

• Be Also a Member of Any Active Affiliate Chapter

California's Corporations Code § 5056(a) also defines a member as any person who, under the articles or bylaws, holds the right to vote for directors or on major corporate actions. Anyone lacking that vote is not a statutory member for purposes of petitions, quorum, or inspection rights.

But RID has never done this this way? 

Well, tough luck. Plain language in our bylaws trumps any vagueness or long standing organizational practices. When plain language is still vague, the courts leans in favor of membership rights.

90 members. 

Yes, that's it.

Impossible!?

Well, unless RID can prove otherwise, yes, this is a reasonable number.

See the next section for an analysis. 

UPDATED 7/23 (Minor Math Error)

Determination of Voting Member Pool Under Dual Membership Requirement

I. Legal Framework: Dual Membership Required for Voting Rights

RID Bylaws Art. III § 3(A)
"In order to be a voting member of the RID, a person must be a member in good standing, belong to a voting category, and be a member of an Affiliate Chapter." [Emphasis added]

RID PPM Motion C89.11 (effective July 1, 1991)
Established reciprocal requirement: "In order to be a voting member of an affiliate chapter, a person must also be a member of RID, Inc."

II. Evidence of Limited Dual Membership Pool

A. Maximum Theoretical Pool: 3,900 Members Based on AC membership data from RID's 2022 "Affiliate Chapter Strategic Plan":

• 7 ACs × 25 members (avg) = 175

• 18 ACs × 75 members (avg) = 1,350

• 19 ACs × 125 members (avg) = 2,375

• Total AC members = 3,900 (assuming 100% are also RID members)

B. Factors Significantly Reducing Actual Voting Pool

1. Poor AC Health (per AC Strategic Plan):

   • Only 16 of 49 ACs (33%) meet "healthy" criteria

   • 24 ACs lack full boards of directors

   • 14 ACs report declining membership

   • 5 ACs are inactive or have folded
     
     NOTE: This is very likely still true today, if not worse. In the past year alone, to the best of my knowledge, at least FOUR ACs almost stopped operating and/or simply became inactive.
     
     

2. Structural Incompatibilities:

   • "ACs have varying membership dues amounts and member categories"

   • Some AC members may not qualify for RID membership categories

   • No mechanism exists to track or enforce dual membership

NOTE: This is likely true today. 

3. RID's Own Admission:  "RID unfortunately has not operated for many years based on the dual membership model due to the difficulty in reconciling and tracking down diverse AC membership."

III. Realistic Voting Member Calculation

Given the above factors:

• Start with an 3,900 members estimate

• Reduce by ~50% for non-dual members and unhealthy ACs

• Estimated actual voting members: 1,800

• 5% threshold = 90 signatures required

IV. Legal Implications

Evidence Code § 500: The burden of proof rests with the party possessing the information. RID must establish the voting member denominator.

Doctrine of Estoppel: RID cannot benefit from its admitted failure to track dual membership by claiming a higher voting threshold than can be documented.

Corp. Code § 5510(c): Member petition rights cannot be defeated by corporate recordkeeping failures.

V. Conclusion

The actual voting member pool eligible to sign petitions is a small fraction of RID's ~14,000 total membership due to:

1. The restrictive dual membership requirement in Bylaws Art. III § 3(A)

2. Poor health of the AC network

3. RID's admitted inability to track dual membership
   
   

RID must provide the exact dual-member count, certified by the Secretary under penalty of perjury within 5 business days of receiving this petition. Absent RID providing verified dual membership numbers, the denominator shall be the petitioners' reasonable estimate. RID cannot dispute this estimate without documented proof (Evid. Code § 500, doctrine of unclean hands, and estoppel).

To provide a different number higher than 90 eligible voting members (with proof): 10 business days from the demand letter (sending hopefully Thursday July 18th).

To challenge signatures: 5 business days after receiving a petition with 90 signatures.

Us to replace signatures back up to 90 members: 10 calendar days.

If RID fails to follow through: We can self-publish and RID’s refusal to provide membership contact lists upon request after 5 business days constitutes obstruction enforceable by judicial action.

Self-Publish? Petitioners shall be authorized to self-publish legally valid notices by certified mailing to RID’s registered office, public newspaper publication, email via Affiliate Chapters, and posting on publicly accessible websites or social media platforms controlled by petitioners.

Citations: California Corporations Code §§ 5510(c), §5511(c), § 7510(c).

The RID Board has the power to simply call the Special Membership Meeting themselves. Easy peasy. They even verbally promised to do it at the most recent Board meeting. 

Why are they making us, the members, do this? Do we even have the same goals or have the Board lost its way?

If the Board makes it difficult, argues the fine points, and waste even more of RID's money on legal counsel, my question is... why are they working so hard to block us from convening and having real conversations about the future of our organization in face of very real existential threats?