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special members meeting


Guest john stevens

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Our club board called a special meeting during a time when most members are out of the country. Our bilaws on this subject are below.B. Special Shareholder Meetings

1. Special Meetings shall be called by the President and notice in

writing thereof shall be mailed, faxed, emailed or hand delivered to all

Shareholders at least forty-five (45) days prior to any Special Meeting.

2. In the case of Special Meetings requested by the Comisario, with a

written request to the President, the period may be altered to not less than ten (10)

days.

3. The Board of Directors can direct the President to call a Special

Meeting.

4. Fifteen percent (15%) of the Shareholders may request in writing

that the President call a Special Meeting, the meeting to be held with not

less than forty-five (45) days nor more than sixty-days (60) notice. Any

meeting called for the purpose of removing or replacing a Director(s),

and/or Comisario, must be signed by twenty percent (20%) of the

Shareholders, and directed to the Comisario and President.

5. In the event of an extreme emergency the President, with the

approval of the

Board of Directors, may reduce the meeting notice time to an

appropriate number, but not less than five (5) days.

6. D. Order of Business

Prior to the Special Meeting, the President shall appoint a Committee

on Proxies whose primary job is the validation of the voters present and the

proxies. These members will also serve as the Registrars for the Shareholders

before the meeting is convened.

a. Announcement of Quorum.

My questions are

1. Can other items be added to the agenda during this special meeting

2, The board 12 people called this meeting to discuss this plan on renting of our club dining room to an outside source

3 the members were given 45 days from receiving the agenda.

4.Can the board actually call a special meeting on their authority only.

5.If this motion is tabled by the membership untill the full membership is available to discuss the suggestions does it need a 50% plus 1 vote.

6. Does this item if voted on need 2/3rds or 50% of full membership TO PASS OR JUST THOSE AT THE MEETING.

7. iS THIS MEETING LEGAL

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1. Can other items be added to the agenda during this special meeting

No. A special meeting may only consider the items of business included in the call of the meeting.

2, The board 12 people called this meeting to discuss this plan on renting of our club dining room to an outside source

3 the members were given 45 days from receiving the agenda.

These don't appear to be questions.

4.Can the board actually call a special meeting on their authority only.

Well, we don't interpret Bylaws here, but your Bylaws apparently do state "3. The Board of Directors can direct the President to call a Special Meeting." Perhaps that can shed some light on the subject. If it is unclear (or if the other provisions of the Bylaws suggest a conflict), see RONR, 10th ed., pgs. 570-573 for aid in resolving the ambiguity.

5.If this motion is tabled by the membership untill the full membership is available to discuss the suggestions does it need a 50% plus 1 vote.

I believe you are really thinking of the motion to Postpone Definitely, not the motion to Lay on the Table. (FAQ #12) The motion to Postpone Definitely is debatable and requires a majority vote. A majority is defined as "more than half," which is not necessarily the same as "50% plus 1."

6. Does this item if voted on need 2/3rds or 50% of full membership TO PASS OR JUST THOSE AT THE MEETING.

Unless your Bylaws state otherwise, none of the above. The default under RONR is that a main motion requires a majority vote of the members present and voting for adoption. A majority, as previously noted, is defined as "more than half." Members who are not present, or who are present and abstain from voting, are not counted in determining if a majority has been attained.

7. iS THIS MEETING LEGAL

I don't see any reason that it wouldn't be. Your Bylaws appear to state that the board may order the President to call a special meeting, and the Bylaws appear to require at least 45 days of notice (and you state that exactly 45 days of notice was given). The meeting certainly does not violate any rule in RONR based upon the facts provided. If I'm missing something, or if there's something else in the Bylaws which may have bearing on this issue, see RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.

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