Legality of Meeting

[Charles Bradshaw]

We have a golf club. Because of erroneous procedures in their elections The Management Committee (MC) fell out with each other and resigned. They were unaware of these errors at the time of their election. We are due to have a special (EGM) meeting soon that has been convened as a General Assembly (separate Board running General Assemblies) in accordance with statutes. The sole agenda is election of the new Board.

It is possible that at the start, i.e. before this main motion has begun to be considered a member could bring up, as a point of order, that the meeting is illegal, possibly stating that the MC resigned because of these unknown errors. The Presiding Officer predictably will say that the point of order is not well taken because the fact is that they resigned. The member, with a second can seek an Appeal. If the membership's majority vote opposes the President's ruling and validates the Appeal does this in turn render the meeting invalid? If that is so how can we create a meeting to get a Board back again to run the club?

[Tim Wynn]

We have a golf club. Because of erroneous procedures in their elections The Management Committee (MC) fell out with each other and resigned. They were unaware of these errors at the time of their election. We are due to have a special (EGM) meeting soon that has been convened as a General Assembly (separate Board running General Assemblies) in accordance with statutes. The sole agenda is election of the new Board.

It is possible that at the start, i.e. before this main motion has begun to be considered a member could bring up, as a point of order, that the meeting is illegal, possibly stating that the MC resigned because of these unknown errors. The Presiding Officer predictably will say that the point of order is not well taken because the fact is that they resigned. The member, with a second can seek an Appeal. If the membership's majority vote opposes the President's ruling and validates the Appeal does this in turn render the meeting invalid? If that is so how can we create a meeting to get a Board back again to run the club?

Why do you think the special meeting is invalid? Do your bylaws (or higher governing documents) provide for special meetings? Have the requirements for calling a special meeting been met? What do your governing documents say about filling vacancies? Have the resignations been accepted?

[Charles Bradshaw]

Thanks. My view is that this meeting is valid. The Articles provide for Special meetings, and the procdures of calling e.g.notice and nominations are as proscribed. Posts are filled through a linear process of nomination and election at General Assemblies (AGM or EGM). There has been no mechanism for informing the members to allow them to accept the resignations because of the hiatus in communication arising from non-function of the MC following the split. Notionally they have been accepted. Would it be wise to make acceptance of their resigations the first item? There can be no argument on that issue, we have their statements that they will stand down. If we made a main motion to accept their resignations would the opportunity to dispute the legality of the meeting disappear?

[Trina]

We have a golf club. Because of erroneous procedures in their elections The Management Committee (MC) fell out with each other and resigned. They were unaware of these errors at the time of their election. We are due to have a special (EGM) meeting soon that has been convened as a General Assembly (separate Board running General Assemblies) in accordance with statutes. The sole agenda is election of the new Board.

Are you using these terms (Board and Management Committee) interchangeably here? In other words, is the purpose of the special meeting to elect people to replace those who resigned from the Management Committee?

It is possible that at the start, i.e. before this main motion has begun to be considered a member could bring up, as a point of order, that the meeting is illegal, possibly stating that the MC resigned because of these unknown errors. The Presiding Officer predictably will say that the point of order is not well taken because the fact is that they resigned. The member, with a second can seek an Appeal. If the membership's majority vote opposes the President's ruling and validates the Appeal does this in turn render the meeting invalid? If that is so how can we create a meeting to get a Board back again to run the club?

If the special meeting was properly called, the whole meeting does not become invalid, even if there do happen to be some flaws in the description of the business to be conducted. On the other hand, the majority rules (even if the majority is wrong in an objective sense). If the majority wants to sabotage the meeting, however (thereby not electing new Board members, as was announced in the call to the meeting), it would seem much simpler just to adopt a motion to adjourn before any substantive business can be conducted. I don't understand why so many members wouldn't want to 'get a Board back again to run the club', but you apparently anticipate such a hazard...

Thanks. My view is that this meeting is valid. The Articles provide for Special meetings, and the procdures of calling e.g.notice and nominations are as proscribed. Posts are filled through a linear process of nomination and election at General Assemblies (AGM or EGM). There has been no mechanism for informing the members to allow them to accept the resignations because of the hiatus in communication arising from non-function of the MC following the split. Notionally they have been accepted.

I don't know what this means -- if the resignations have not been accepted, they have not been accepted. Resignations should be accepted by the body (or individual, in some cases) who has authority to fill the vacancies.

Would it be wise to make acceptance of their resigations the first item? There can be no argument on that issue, we have their statements that they will stand down. If we made a main motion to accept their resignations would the opportunity to dispute the legality of the meeting disappear?

Sure, accept their resignations, so that there actually are vacancies to be filled. And then proceed with the filling of vacancies. I'm still uneasy, because I don't understand the worry about the 'legality' of the meeting. Perhaps if you give more details... e.g. why exactly would the putative opponents of this meeting see it as improper/illegal?

[Charles Bradshaw]

Not easy to answer. I will try. In Portugal clubs and Societies are set up as a legal entity. Articles are notarised and held centrally with a government body in Lisbon. Equivalent to a commercial company's Articles. The set up is fine in that there is a Management Committee that acts as the executive body controlling financial and membership matters. Also there is a completely separate board (of the General Assembly) that convenes and regulates the Genereral Assembly, which is "the highest deliberative body of the club." The playing of golf (the main object of the club) is run under the wing of the Captain, an MC member, who reports to the MC and is accountable to the membership. Hitherto the MC issued its own minutes. By practice it established communication through a prompt newsletter report from the Chairman and, after the subsequent MC meeting, published MC minutes for members' information.

The MC does not convene the General Assemblies. In a sense is subservient to the General Assembly, attending and accounting for its activities in this forum.

The authority of some of the members of the MC had been questioned, because of some errors with interpretation of rules and practice of the club.

The MC fell out irrevocably and all members agreed to resign, some more readily than others. Two still protest that the points in dispute were not valid. The Chair did not get the MC round the table to sort the problem out and take it to the members to establish the consensus view of the membership on these issues.

Information about the collective resignation was passed to the membership through a newsletter, i.e. there was no official notification and no minutes. Hence the vague 'notionally'. The members have not been told through proper channels and to date have not yet been asked to consider if they accept the resignations. There is no specific committe appointed to deal with resignations - there are only 160 members!

Our Articles do not have a specific passage on this, but RNOR was adopted by the club in 2009.

My concern is that at a Special meeting (EGM), following intense lobbying, the number of votes in the room might be enough to torpedo the purpose of the meeting. They might raise the validity issue, through a point of order, saying that the vacancies have not yet been created, because the members have not yet accepted the resignations. The Presiding Officer will predictably state their point is not upheld. However they could proceed through an Appeal.

My question therefore is this: If the number in the room vote to 'not sustain' the President's ruling (which would have allowed the meeting to proceed) does their vote say that the agenda proposed (electing a new board) is out of order and should be abandoned?

The urgency to get things back to normal is clear.

[Tim Wynn]

Not easy to answer. I will try. In Portugal clubs and Societies are set up as a legal entity.

Você é Português? O seu Inglês é ótimo. Acho que o seu situação deve . . . be taken to an attorney, just to be safe.

In the meeting, if a majority opposes the meeting, it can simply adjourn, and nobody can stop that.

[Charles Bradshaw]

Thanks, I am English and therefore this is my main language!

Thanks for a definitive answer. I hope we do not go down this route.

[Josh Martin]

My question therefore is this: If the number in the room vote to 'not sustain' the President's ruling (which would have allowed the meeting to proceed) does their vote say that the agenda proposed (electing a new board) is out of order and should be abandoned?

Okay, so I think I understand now - the question is not whether the meeting itself is valid (properly called), but whether the assembly can properly elect a new board. It would seem to me that based on the facts provided, the answer is yes. The assembly has been properly notified of the meeting and of the intent to fill the vacancies (as required). The resignations have not yet been accepted, but that can be easily remedied at the meeting.

Of course, as Mr. Wynn notes, there may be some Portugese law that complicates this, and if the majority really wants to delay electing a board for some reason, they can certainly find one way or another to accomplish that.

[Guest Nancy N.]

Okay, so I think I understand now - the question is not whether the meeting itself is valid (properly called), but whether the assembly can properly elect a new board.

I don't think so, maybe. I think their somewhat spurious argument is that, as Mr. Bradshaw says, "The sole agenda is election of the new Board [post 1]" -- therefore, no other business can be entertained ... such as accepting the resignations, without which, in turn, there can be no elections.

It might even be argued that the call of the meeting was fatally defective, because the call's specified business was elections ... for spots that weren't vacant when the call was issued.

(Hence the locution. The resignations were notionally effective because, um, they were in no other way. Therefore the resignations must be effective because the Portuguese, probably in league with the Canadians again, will not let us play golf.)

It would seem to me that based on the facts provided, the answer is yes. The assembly has been properly notified of the meeting and of the intent to fill the vacancies (as required). The resignations have not yet been accepted, but that can be easily remedied at the meeting.... [snip]

Which would mean that accepting the resignations at the special meeting would be proper, even though the call of the meeting did not mention it, because the acceptance is thoroughly incidental to the announced purpose.

Works for me.

Trouble is, when the chairman presents that reasoning (or something better, anticipated by Trina and Josh Martin) during the Appeal, its inerrant and unexceptionable force will fall before the Bolshies and Whigs committed to obstructing all that is good, and right, and golfy.

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[Guest Nancy N.]

Ooo, that "incidental" looks silly.

Should have been incidental .

(I hope)

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[Guest Nancy N.]

Great Steaming Cobnuts.

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