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Showing results for tags 'dissolution'.
Hi! I am looking for the proper way to handle a complicated committee. I'll start with saying that this organization has not had a good history of thorough documentation. There are not many published minutes, and I will be asked some questions (since I'm on the current board and handling member communications). Here's the background: -Sometime in 2016, a special committee was formed. I cannot locate documentation of the date or meeting when this happened. -There were a few updates from this committee to the board as documented in meeting minutes in 2016, but nothing since Sept. 2016. I cannot find anything officially dissolving or disbanding the OLD committee. They did not actually accomplish anything that is documented. -In July 2019, a NEW special committee was formed and documented in the meeting minutes. As it is a strongly charged special project committee, there have been a number of questions coming up. A few people feel that because the old committee was never dissolved, the new committee is invalid. Some people feel that since the old committee was defunct, the board had the right to approve a new committee. Some of the old minutes did reference that old committee members would not respond to inquiries, but nothing else. Some people feel that because it is a special committee, it (old committee) falls to the floor at the end of the approved term. The next board would have to approve it the old committee to continue or appoint a new. Given I cannot find any other documentation on the old committee, what is the proper response to these questions?
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
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
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...