Trina Posted September 29, 2012 at 11:43 AM Report Share Posted September 29, 2012 at 11:43 AM A few weeks ago, this thread:raised a question about bylaws-required notice for a general membership meeting.If the bylaws of an organization specify that the annual general membership meeting will take place on the 2nd Sunday in May, and also specify that notice of the AGM must be mailed (USPS) to all members at least 2 weeks prior to the meeting date, what kind of violation occurs if the notice requirement is not met? I'll add the further fact that meetings of this organization have taken place at the clubhouse, at 7PM, since the dawn of time, and the AGM is no exception (in other words, members might be expected to know where and when the meeting will take place, by tradition at least).This year, a new secretary goofs on the notice requirement, misses the mailing deadline, and decides to send notice out by e-mail. This is done 10 days ahead of the AGM date. A number of members don't have an e-mail address on file, and the secretary makes phone calls to those members to try to notify them also.The AGM takes place, business is conducted, and no one at the meeting mentions the notice violation.Clearly a violation of the bylaws occurred. Is it a violation of the rights of absentees, and grounds for later claiming that business conducted at the AGM is null and void (continuing breach)? Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted September 29, 2012 at 12:31 PM Report Share Posted September 29, 2012 at 12:31 PM You ask this on a Saturday morning?!2. Link to comment Share on other sites More sharing options...
JohnR Posted September 29, 2012 at 03:53 PM Report Share Posted September 29, 2012 at 03:53 PM Clearly a violation of the bylaws occurred. Is it a violation of the rights of absentees, and grounds for later claiming that business conducted at the AGM is null and void (continuing breach)?Certainly. If the club didn't think there was anything special about the annual general meeting, why did it bother to put the notice requirement in the bylaws? Link to comment Share on other sites More sharing options...
George Mervosh Posted September 29, 2012 at 06:08 PM Report Share Posted September 29, 2012 at 06:08 PM Certainly. If the club didn't think there was anything special about the annual general meeting, why did it bother to put the notice requirement in the bylaws?Or why bother to leave it in there due to the expense and time involved in sending notice, especially since they've been meeting at the same date and time since the dawn of man?More to the point, what rule in RONR takes precedence over a rule in the bylaws that requires notice be given for the annual meeting?"Certainly" does seem to sum it up best. Link to comment Share on other sites More sharing options...
Trina Posted September 29, 2012 at 06:36 PM Author Report Share Posted September 29, 2012 at 06:36 PM I think it is the redundancy of the required notice that makes me uncertain. In other words, if the members already have the information about the date of the meeting (clearly specified in the bylaws), does the additional notice requirement truly protect the rights of absentees?What if the notice requirement in the bylaws states that notice of the AGM must be mailed (USPS) to all members at least 2 weeks prior to the meeting date, and that notice of the AGM shall be printed in the April club newsletter. Suppose the secretary messed up the mailed notice (as in the original post), but that the information was properly printed in the newsletter. Still a violation of the rights of absentees? Link to comment Share on other sites More sharing options...
JohnR Posted September 29, 2012 at 07:09 PM Report Share Posted September 29, 2012 at 07:09 PM Not if the April newsletter was mailed to all members at least 2 weeks prior to the meeting. Link to comment Share on other sites More sharing options...
Trina Posted September 30, 2012 at 12:56 AM Author Report Share Posted September 30, 2012 at 12:56 AM Not if the April newsletter was mailed to all members at least 2 weeks prior to the meeting.Oh well, I should have seen that coming . I wasn't picturing the newsletter being mailed to everyone. However, I'm not sure if there's any point in pursuing the details of the second example any further -- what I was aiming at was two parallel ways of giving notice, neither one of which would satisfy the requirements of the other, but either one of which would actually serve the purpose of notifying the membership.Looking back at the situation in the original post, if the bylaws are a bit different -- i.e. if they only specify that the annual general membership meeting will take place on the 2nd Sunday in May, and say nothing about notice; and further, if no notice at all is given to the members, then members who haven't read the bylaws (or who don't remember the specified date) are just out of luck if they miss the meeting, right? In other words, they cannot claim any violation of their rights, can they? I'm just trying to make sure that I properly understand the situation without bylaws-required notice... Link to comment Share on other sites More sharing options...
Trina Posted October 3, 2012 at 11:12 AM Author Report Share Posted October 3, 2012 at 11:12 AM ...More to the point, what rule in RONR takes precedence over a rule in the bylaws that requires notice be given for the annual meeting?...I've been contemplating this question.Is it fair to say that any rule in the bylaws requiring notice (no matter how redundant it may appear to be) sets up a violation of the rights of absentees if the rule requiring notice is not followed? Link to comment Share on other sites More sharing options...
George Mervosh Posted October 3, 2012 at 12:59 PM Report Share Posted October 3, 2012 at 12:59 PM I've been contemplating this question.Is it fair to say that any rule in the bylaws requiring notice (no matter how redundant it may appear to be) sets up a violation of the rights of absentees if the rule requiring notice is not followed?Any rule requiring notice protects absentees, so, yes. Link to comment Share on other sites More sharing options...
Trina Posted October 7, 2012 at 11:36 AM Author Report Share Posted October 7, 2012 at 11:36 AM Thank you to John R. and George M. for your responses. It seems the situation is more straightforward than I initially thought.I suppose the principle that 'there is a presumption that nothing has been placed in the bylaws without some reason for it' (pp. 589-590) also plays into it. If an organization's bylaws were to specify what appear to be redundant means of giving notice, one should assume there is a reason for the redundancy. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.