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Impeachment & New Board elections

Guest Jennie

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Our Board set a date for the annual co-op Shareholders meeting then were impeached a week later. Thus there are a few technical issues:

1. Since the annual Shareholders meeting was set by the prior Board prior to impeachment of Officers, is it still considered a legal meeting?

2. Since there were not any Officers to post the notice of the annual Shareholders meeting, is it still considered a legal notice?

3. At the annual Shareholders meeting, nobody elected a President/Chair pro-tem, is it still considered a legal meeting?

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Thanks for replying. Our co-op got themselves into a big mess with impeachment of the Officers and being self-managed.

1) Yes, the By-laws and the business state law our co-op falls under both note an annual meeting must be held.

2) Your opinion?

3) There were 2 remaining Board of Directors and one of them Chaired the meeting with out a motion being made to elect him Pro-Tem. This was answered by our corporation attorney and he said while not mandatory, it should have occurred. Is the meeting still legal?


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1) Yes it would still be valid because an adopted motion continues in force until it has been fully executed or Rescinded/Amended (RONR pp. 305-310).  If the Board had been reconstituted and met prior to the Annual Meeting they could have changed the date but apparently that didn't happen.

2) Someone could have raised a Point of Order at the Annual Meeting that notice wasn't properly given and the Chair would have ruled (subject to Appeal).  However, since (apparently) this didn't happen the meeting would still be valid provided that the rest of the requirements for giving notice were followed (RONR pp. 250-251).

3) Yes.  Although the assembly should have formally elected a Chair pro tem the fact that the members didn't nominate someone else or (presumably) object to the Board member presiding beyond querying the attorney and taking his word for it.

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