Improper Notice of Annual Meeting/Improper Handling of Election Materials

[Guest Sally J.]

Bylaws require that notice of annual meeting be mailed 30 days prior to date of meeting. Bylaws require that slate of officers/directors from nominating committee be mailed to members by Sept 15, in order that any nominations by petition be received by Oct 15.

An internal procedural document defines mail as USPS. The bylaws provide that members may elect electronic communication for club business, (like newsletters and social announcements) upon execution of an authorization, but that electronic communication does not include items specifically mentioned in the bylaws that require mailing.

Annual meeting is posted on the club bulletin board as Oct 13, and an electronic announcement was emailed to members who have authorized such communication.

Trying to be proactive and determine possible courses of action

1. If members do not receive the required mailed notice, but do appear at the time and place of the annual meeting, does the attendance constitute a waiver of notice, (even though there is no such provision in the bylaws, and state of incorporation does not address the topic)?

2. If a member attends and raises point of order objecting to transaction of business as the meeting is improperly called, but the chair notes the point and proceeds anyway, what if any recourse do the members have (other than departing) to negate a quorum? Understand that ruling could be appealed, and after some rounds would be put to the assembly, but there is concern that making objection would just cast the maker in the role of 'troublemaker'. Any advice on how to handle that gently?

3. If business is transacted, and at a point after the business is done, a member wishes to object, does that void the actions/votes taken prior to the objection?

4. There is concern that the Nominating Committee proposed slate has also not been mailed as required. Election balloting is accomplished by mail. Assuming that it is possible to slip the schedule to allow the requisite number of days between actual mailing and the deadline for any petition nominations, then adjust the time for ballots to be mailed and returned, that leaves the current BOD in office for however long it takes to complete the process. Is there a motion that the membership may make to preclude the BOD from taking certain actions, which would have been the responsibility of the incoming BOD, such as adopting new membership procedures, raising initiation fees/membership dues, departmental budget approvals, staff bonuses?

I'm sure your responses will be interesting and informative.

Sally J.

[JohnR]

1. If members do not receive the required mailed notice, but do appear at the time and place of the annual meeting, does the attendance constitute a waiver of notice, (even though there is no such provision in the bylaws, and state of incorporation does not address the topic)?

Perhaps, but they cannot waive notice on behalf of absent members.

2. If a member attends and raises point of order objecting to transaction of business as the meeting is improperly called, but the chair notes the point and proceeds anyway, what if any recourse do the members have (other than departing) to negate a quorum? Understand that ruling could be appealed, and after some rounds would be put to the assembly, but there is concern that making objection would just cast the maker in the role of 'troublemaker'. Any advice on how to handle that gently?

Handle it according to the rules. If the appeal is not sustained by the assembly then the meeting proceeds. There is no more shame in appealing a decision by the chair than in speaking against a motion in debate.

3. If business is transacted, and at a point after the business is done, a member wishes to object, does that void the actions/votes taken prior to the objection?

By "object," you mean raise a point of order that the meeting is invalid? Yes, if the point is well taken, then the acts are void.

4. There is concern that the Nominating Committee proposed slate has also not been mailed as required. Election balloting is accomplished by mail. Assuming that it is possible to slip the schedule to allow the requisite number of days between actual mailing and the deadline for any petition nominations, then adjust the time for ballots to be mailed and returned, that leaves the current BOD in office for however long it takes to complete the process. Is there a motion that the membership may make to preclude the BOD from taking certain actions, which would have been the responsibility of the incoming BOD, such as adopting new membership procedures, raising initiation fees/membership dues, departmental budget approvals, staff bonuses?

Your board remains in office only if the bylaws provide they serve "...and until their successors are elected" (or language to that effect). If their terms are up by a certain date, then you will have no board until you elect one. While they are in office, you cannot remove their exclusive powers without amending the bylaws.