Powers of the Chair

[Guest H. B. Hofmann]

Shortly before the "Special Members Meeting" I was approached bya member of the club that executive board members were addressing classes to solicit proxies I investigated this and found that to be true. I sent an email to the board members stating my displeasure at this since it is an abuse of power in my eyes.

At the meeting my first action was to disallow the proxies. This was challenged in a motion by a board member so I put it to the membership for a vote. The vote was overwelming to disallow proxies .

This board member is now seeking legal council claiming I was in violation of the law.

We are a non profit social dance club with approx 300 members.

Opinions?

[Guest Edgar]

I sent an email to the board members stating my displeasure at this since it is an abuse of power in my eyes.

What rule was broken?

I put it to the membership for a vote. The vote was overwhelming to disallow proxies .

Assuming proxies are authorized by your bylaws, it's unlikely they can be "disallowed" by a simple vote. What was wrong with these proxies?

Finally, see the last sentence of the answer to FAQ #10.

[sMargaret]

Shortly before the "Special Members Meeting" I was approached bya member of the club that executive board members were addressing classes to solicit proxies I investigated this and found that to be true. I sent an email to the board members stating my displeasure at this since it is an abuse of power in my eyes.

At the meeting my first action was to disallow the proxies.

Do your bylaws give the Chair the power to do this? This would not typically be a power of the Chair, no matter what your personal feelings are about soliciting proxies.

As FAQ #10 states, your bylaws must set out what the rules are around proxies. Do your bylaws give your members the power to disallow proxies?

[Guest H. B. Hofmann]

The special members meeting was to discuss amendments to the clubs constitution. The motion did not specify what the motions were going to be and there was no bylaw which made that necessary. Board members are in a position of authority and also have the names ,addresses and emails of all the members. The way they solicited proxies was clearly unethical and an abuse of there positions. In the end ,it was the membership that voted to disallow all proxies.

[Guest Edgar]

In the end it was the membership that voted to disallow all proxies.

All proxies? On what basis? Are proxies authorized in your bylaws?

Just because something appears to be "clearly unethical" doesn't mean it's illegal. Nor does it necessarily give the membership the authority to "disallow" something that the bylaws permit. If there are loopholes in the bylaws they should be closed, not ignored.

[Tim Wynn]

The special members meeting was to discuss amendments to the clubs constitution. The motion did not specify what the motions were going to be and there was no bylaw which made that necessary. Board members are in a position of authority and also have the names ,addresses and emails of all the members. The way they solicited proxies was clearly unethical and an abuse of there positions. In the end ,it was the membership that voted to disallow all proxies.

Absentee voting is prohibited, unless it is expressly authorized in your bylaws or higher governing document.

If it is so authorized, the rule so authorizing it would need to be consulted for the answers to your questions.

[sMargaret]

The way they solicited proxies was clearly unethical and an abuse of there positions. In the end ,it was the membership that voted to disallow all proxies.

What was unethical about the way they solicited proxies? Let's suppose that a board member decided to falsely represent themselves to all members as being the person authorized by the board to collect proxy votes. I would agree that this is unethical. If this sort of issue is brought up at the meeting, then I would suggest that the proper course of action would be to discipline the board member, and hold the meeting again in order to collect untainted proxies.

Were the people holding proxies allowed to vote on the motion to disallow proxies? They were not disenfranchised until after that vote, so presumably they could vote then, no?

[Tim Wynn]

. . . I would suggest that the proper course of action would be to discipline the board member, and hold the meeting again in order to collect untainted proxies.

That's funny; it doesn't sound proper.

Were the people holding proxies allowed to vote on the motion to disallow proxies? They were not disenfranchised until after that vote, so presumably they could vote then, no?

This has veered from the RONR path.