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Found 4 results

  1. Guest

    Ballot to Dissolve

    I am the incorporator and founder of our guild which was established 8 years ago. Our bylaws require Ballots to be sent out and members allowed 30 days to vote. The deadline is specified on the ballot. The bylaws also allow 10% of the membership to request amendments to the bylaws by written request. A group of members wanting to kill our guild showed up at a regular meeting and without prior notice made a motion dissolve the guild. They passed out pieces of paper for the members in attendance to vote whether they want to put out a ballot to dissolve the guild. 10% of our membership is 4 and there was about 20 members at the meeting. They got their four votes and started passing out ballots and emailed ballots to all members the next day. They already had a ballot made up and passed them out at the meeting. The ballot contained 3 items ... see attached Subsequent discussion suggested members wanted a meeting to hear all sides of this issue so a meeting special meeting was held. At that meeting I called a point of order for the ongoing breach of a ballot to dissolve the guild that was done without advance notice included it the meeting which it was done. I cited Missouri Revised Statute Chapter 355.251 and Roberts Rule of Order Article 8 section 47 as support for my point...see attachment The point was well taken and it was ruled that the ballot is null and void. I have been told the members that started this action are now getting a lawyer? I am very interested in hearing any observations? Were they out of order to bring that to a meeting unannounced? Are my references correct as to why they can't do that? Am I the only one who sees the wording on the ballot is clearly biased? Since to Point of Order ruling went unchallenged isn't everything else moot? Thank you
  2. My wife is a long-time member of a non-profit recreational organization. The current by-laws state on dissolution the assets, after debt is paid up, are to be distributed to non-profits engaged in similar activities. A change is being proposed where on dissolution the assets will be distributed in the following way--5% to a similar non-profit and the balance (95%) to the membership who have been members for more than 10 years. I've looked at about 5 or 6 different on-line sites about this topic (federal and state) and it doesn't appear that this can be done. Appreciate any thoughts and comments. Thank you, bobby1011
  3. I have been called in to consult on an independent church that is dissolving after 105 years and merging with another similar church in the city. When they first incorporated, state law did not require a dissolution article in the bylaws, so none was added. RONR11 is vague on the topic, other than saying to follow state laws regarding the dissolution. The church is consulting with an attorney regarding the assets, liabilities, etc. State laws say that the body of the corporation (as a non-stockholding corporation) must vote on the dissolution. My questions: 1) Would this be a resolution vote, subject to the regulations of the church's bylaws on amending the bylaws? 2) If it is not an amendment vote, is this treated as a regular motion or a privileged motion? 3) Can the motion be properly amended? I'm sure additional questions will come up...
  4. unfolding of events in chronological order for your perusal.. * 303 Members Signed for an SGM to declare the Election as null and void due to the various discrepancy found during the Election Process and the same was submitted in Office * 8 Executive Members gave their resignation to the Elected President . The Elected President along with Vice President, Treasurer and 8 Executive Members submitted their Resignation to the Immediate Past President giving a letter informing that the Elected Executive Committee has been dissolved as per constitution clouse 12(ix)a,b, and c * The Immediate Past President issued a notice regarding the same to the general members. * The Care Taker President under the Constitutional guidelines to conduct fresh elections within 60 days, New Election Chairman to conduct Fresh Elections * Please find attached a by the Care Taker Secretary issued circular claiming the steps taken by the Care Taker President as *Unconstitutional* now secretary claims that new committee should takes charge and handover resignations to new secretory, new president says due to constitutional guidelines ,committee dissolved as minimum members fails, so cannot call meeting and also do not wants to take charge. the outgoing committee secretary is adamant to proceed , please suggest way out
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