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  1. This is not hypothetical, this happened to us last week. Our By-laws say a special board meeting must be noticed by personal contact to each of the 15 board members at least 48 hours in advance. The President sent an email to the entire group 72 hours ahead, and then proceeded to call each member by phone. The 15th member did not get the phone call until 24 hours before. She showed up to the meeting, so obviously the notice was in plenty of time, but then objected to the meeting saying the by-laws were violated because she only had 24, not 48 hours, notice. These days, with electronic email, messaging, etc, can an email be considered personal contact? I suppose that is an older term that may now seem ambiguous. Would the email have to be done one person at a time to be considered personal contact versus an email with 15 recipients? Is the whole meeting invalidated because of that one member that was not personally contacted/noticed properly? Everyone else did not see it as a big problem, since she showed up, we felt like, let's just get on with the meeting. She abruptly resigned and stormed out. We still had a quorum, my question is: did we still have a valid meeting? I know by-laws should be followed, but is that enough of a violation to invalidate an entire meeting?
  2. Should an "illegal" meeting be called to order? Assume these facts: A board is authorized to have special meetings. A special meeting has been called, although in a manner and by someone the chair believes it is not authorized to call a special meeting. The secretary, without the chair's knowledge or consent, issued the call and notice of the special meeting. In the opinion of the chair, the meeting was not properly called by someone authorized in the governing documents to call a special meeting and the notice of the meeting is deficient for that reason and also for other reasons (Insufficient notice and not properly listing all items to be discussed at the meeting). The chair believes that the meeting would, without question, be invalid. The chairman believes the meeting would be improper and any action would be invalid. He knows he has the authority to rule that the meeting is out of order, invalid, etc, but he does not want to even call the meeting to order. He wants to declare the meeting invalid without first calling it to order. Question: Must he (or should he) nonetheless first call the meeting to order before declaring that it is "out of order"? He does not want to "legitimize" it by even calling it to order. He is aware that someone might want to appeal from his ruling that the meeting is invalid and that doing so could be problematic if the meeting hasn't actually been called to order. I see his point, but am aware that normally such rulings must be made in a meeting and I have so advised him. Comments and advice, please! Should he call the meeting to order even though he believes the entire meeting would be invalid?
  3. Bylaws require that notice of annual meeting be mailed 30 days prior to date of meeting. Bylaws require that slate of officers/directors from nominating committee be mailed to members by Sept 15, in order that any nominations by petition be received by Oct 15. An internal procedural document defines mail as USPS. The bylaws provide that members may elect electronic communication for club business, (like newsletters and social announcements) upon execution of an authorization, but that electronic communication does not include items specifically mentioned in the bylaws that require mailing. Annual meeting is posted on the club bulletin board as Oct 13, and an electronic announcement was emailed to members who have authorized such communication. Trying to be proactive and determine possible courses of action 1. If members do not receive the required mailed notice, but do appear at the time and place of the annual meeting, does the attendance constitute a waiver of notice, (even though there is no such provision in the bylaws, and state of incorporation does not address the topic)? 2. If a member attends and raises point of order objecting to transaction of business as the meeting is improperly called, but the chair notes the point and proceeds anyway, what if any recourse do the members have (other than departing) to negate a quorum? Understand that ruling could be appealed, and after some rounds would be put to the assembly, but there is concern that making objection would just cast the maker in the role of 'troublemaker'. Any advice on how to handle that gently? 3. If business is transacted, and at a point after the business is done, a member wishes to object, does that void the actions/votes taken prior to the objection? 4. There is concern that the Nominating Committee proposed slate has also not been mailed as required. Election balloting is accomplished by mail. Assuming that it is possible to slip the schedule to allow the requisite number of days between actual mailing and the deadline for any petition nominations, then adjust the time for ballots to be mailed and returned, that leaves the current BOD in office for however long it takes to complete the process. Is there a motion that the membership may make to preclude the BOD from taking certain actions, which would have been the responsibility of the incoming BOD, such as adopting new membership procedures, raising initiation fees/membership dues, departmental budget approvals, staff bonuses? I'm sure your responses will be interesting and informative. Sally J.
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