cgh6366 Posted July 23, 2014 at 03:34 PM Report Share Posted July 23, 2014 at 03:34 PM A sports club's by-laws state, "Annual General Meetings (AGM’s) shall be held on or about the third Tuesday of August." The existing Board has decided to hold it tonight, the 4th Wednesday of July (which I think is beyond "on or about"). There has been no bylaw change made and proper notice was given. It was pointed out that this violated the bylaws to no avail. Tonight's meeting will be the first "meeting" since it was announced. Under current bylaws, amendments tot he bylaws can only be made atthe AGM. There are proposed changes to the bylaws on tonights meeting agenda. Will any bylaw changes be binding? AGM's are specifically to include elections. Given the existing bylaws, if elections are held at tonight's meeting, are they illegal or binding? To further complicate matters, it is likely that after tonight's elections, none of the existing board members will be on the board. Thanks, Chris PS - If I ever gety on this board, I'm hiring a parlimentarian to clean up our bylaws! Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 23, 2014 at 03:54 PM Report Share Posted July 23, 2014 at 03:54 PM Raise a point of order at the next legitimate meeting to the effect that this "AGM" was illegitimate and all business conducted therein is null and void. The chair will rule on the point of order. Let's assume he rules it not well taken. You can then appeal the ruling. The assembly (the members present) will decide who's "right". It's quite possible that a majority will find that the fourth Wednesday in July is "on or about" the third Tuesday in August (though I certainly wouldn't). Link to comment Share on other sites More sharing options...
cgh6366 Posted July 23, 2014 at 04:44 PM Author Report Share Posted July 23, 2014 at 04:44 PM Thank you. So since it has already fallen on deaf ears, no point in bringing it up tonight? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted July 23, 2014 at 04:49 PM Report Share Posted July 23, 2014 at 04:49 PM You need to be prepared to appeal. At that point the question is not up to the "deaf eared" but up to the assembly as a whole. My question is, what is the board doing setting the date for the AGM? Do the bylaws give them that role? Link to comment Share on other sites More sharing options...
cgh6366 Posted July 23, 2014 at 05:43 PM Author Report Share Posted July 23, 2014 at 05:43 PM They are claiming that this is a more appropriate time for the meeting and that the date in the original bylaws is "inconvenient for board members." I pointed out that if they hadn't set a date in the bylaws or hadn't implemented such rigid restraints on bylaw changes, this wouldn't be much of an issue. The bylaws say:Annual General Meetings (AGM’s) shall be held on or about the third Tuesday of August, presided over by the President of the Board of Directors, to elect Board Members and approve Bylaw amendments. Notice of this meeting shall be made known to the membership at least thirty days in advance of the date of the AGM. The bylaws do not state who sets the actual date. Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 23, 2014 at 07:07 PM Report Share Posted July 23, 2014 at 07:07 PM So since it has already fallen on deaf ears, no point in bringing it up tonight? Well, since your claim is that tonight's meeting is illegitimate, any business, including your point of order, the ruling, and the appeal, would be null and void. Which is not to say you can't stand outside the door with an appropriately worded sign. In the end, if a majority of the members choose to disregard the bylaws you might want to find another sport. I suggest cycling. Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 23, 2014 at 07:08 PM Report Share Posted July 23, 2014 at 07:08 PM They are claiming that this is a more appropriate time for the meeting and that the date in the original bylaws is "inconvenient for board members." There is no requirement that any of the board members be present at a meeting of the general membership. Link to comment Share on other sites More sharing options...
cgh6366 Posted July 23, 2014 at 07:37 PM Author Report Share Posted July 23, 2014 at 07:37 PM There is no requirement that any of the board members be present at a meeting of the general membership.I like that. So if a meeting was announced in a timely manner to the membership and held on the 3rd Thursday of August, that would be the valid AGM? Interesting option there Link to comment Share on other sites More sharing options...
Thomas Ralph Posted July 23, 2014 at 08:26 PM Report Share Posted July 23, 2014 at 08:26 PM "On or about" leaves plenty of room for interpretation. Link to comment Share on other sites More sharing options...
cgh6366 Posted July 23, 2014 at 09:10 PM Author Report Share Posted July 23, 2014 at 09:10 PM "On or about" leaves plenty of room for interpretation. True, but this year there is a 29 day difference, which is essentially a month. Thats a pretty loose interpretation Link to comment Share on other sites More sharing options...
Gary c Tesser Posted July 23, 2014 at 10:29 PM Report Share Posted July 23, 2014 at 10:29 PM True, but this year there is a 29 day difference, which is essentially a month. Thats a pretty loose interpretation YEah, it's loose -- but the interpretation, loose or tight, is up to the membership. If they decide, tonight, that tonight's meeting satisfies the bylaws requirement, then the ultimate authority in the matter has spoken. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted July 23, 2014 at 11:34 PM Report Share Posted July 23, 2014 at 11:34 PM They are claiming that this is a more appropriate time for the meeting and that the date in the original bylaws is "inconvenient for board members." Since it's not a board meeting, that seems an irrelevant point. Link to comment Share on other sites More sharing options...
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