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justice

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  1. Our corporation is finally removing proxy votes at our next annual meeting in August, by amending that by-law to remove proxy votes and to add mail in ballots. The pandemic being the main concern. They are also cleaning up the wording on quorum at a meeting that I previously asked about. However, the board, decided to include mail in ballots with the mailing they will be sending out in a few weeks and have the first order of business be a vote on the by-law amendment at the annual meeting allowing mail in ballots and then making the leap that the mail in ballots are effective immediately and count. It seems like the putting the cart before the horse. There is a plan to have the meeting held via zoom, which is also not in our by-laws and tried to cite that our governors exception to open meeting laws allows for it. We have countered that due to being a private corporation and not public, open meeting laws do not pertain to us, per our states definition. Is this a valid work around to allow mail in ballots before that amendment has been voted on? If not, would proxy votes still be permitted until the actual meeting when the vote is taken? In our current by-laws, which list the order of the meeting; by-law amendments come after votes on our budget and director elections.
  2. In our organizations by-laws under quorum at the annual meeting, it states; owners present and voting at a duly called meeting shall constitute a quorum. Proxy votes will be permitted. Questions raised now are: Do these two statements conflict? "owners present and voting" and "proxy votes" permitted since clearly if you have a proxy vote, they are not present? Does the vagueness of stating just cottages present and voting.....consitute a quorum, give credence to if only 3 owners attend, a quorum has been reached? Our by-laws do not currently state a specific number but NYS non-profit law mentions (a) Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members, voting as a class, members entitled to cast a majority of the total number of votes entitled to be cast by such class shall constitute a quorum for the transaction of such specified items of business." (b) The certificate of incorporation or the by-laws may provide for any lesser quorum not less than the members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, and may, under section 615 (Greater requirement as to quorum and vote of members), provide for a greater quorum. Under these laws, we have 49 owners, would this mean 25 in section a, above? is the quorum required or at least 5 in the 10% rule in section b? We want to clean up this wording to prevent future conflicts at this years annual meeting by amending the by-law. Any suggestions greatly appreciated.
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