annual member meeting moved earlier

[Guest guest_bill_johnson]

As per By-Laws, Notice of annual member meeting was printed in our newsletter. The annual member meeting is held at a convention to which most members travel, some great distances. The evening before the member meeting was scheduled, the President, without notice, announced that he would ask the members present to deal with two By-Law changes and the election of half of the Directors, thereby negating the need to have the scheduled member meeting the next day.

 

Nearly all of the attendees of the convention were at this event and a quorum consists of those present at any annual meeting, per By-Laws. He then proceded to deal witht he By-Law changes and the election of Directors without a Call to Order or, at the conclusion of that business, an adjournment of the meeting.

 

Were these actions taken valid? If not, can they be remedied or is a do-over necessary?

[Hieu H. Huynh]

Was the convention program adopted?

 

"To change the program after its adoption requires a two-thirds vote or the vote of a majority of all the delegates or other "voting members" of the convention who have been registered - or unanimous consent, which can usually be obtained with no difficulty in cases where a departure from the program is justified." (RONR 11th ed., p. 630, ll. 12-17)

 

Did no one object to the change in program?

[Josh Martin]

As per By-Laws, Notice of annual member meeting was printed in our newsletter. The annual member meeting is held at a convention to which most members travel, some great distances. The evening before the member meeting was scheduled, the President, without notice, announced that he would ask the members present to deal with two By-Law changes and the election of half of the Directors, thereby negating the need to have the scheduled member meeting the next day.

 

Nearly all of the attendees of the convention were at this event and a quorum consists of those present at any annual meeting, per By-Laws. He then proceded to deal witht he By-Law changes and the election of Directors without a Call to Order or, at the conclusion of that business, an adjournment of the meeting.

 

Were these actions taken valid? If not, can they be remedied or is a do-over necessary?

 

I don't think we yet have enough information to determine whether the actions taken were valid.

• You say that these actions were taken at an "event" the night prior to the membership meeting. Was this "event" a properly called meeting of the membership?
• Do your bylaws require previous notice for amendments to the bylaws? If so, was proper notice given for these amendments?

[Guest bill johnson]

This "event" is a four day annual convention. The Notice of the annual meeting, which is held at the event, is given by publication in the newsletter (allowed by By-Laws). It was scheduled, as usual, for the last morning of the event, usually a breakfast meeting. It was listed in the newsletter as part of the convention schedule and listed on the Convention program as occurring on the last morning. The Convention Program is for attendees convenience (where to be and when) and is not presented or adopted. 30 days Notice is required in the By-Laws for the annual member meeting. The evening before the meeting was scheduled the convention banquet was held, as usual, and every attendee (member) is presumably present. There was no printed agenda for the annual member meeting.

While the President had the floor welcoming the members, he launched into the main business scheduled to take place the next morning at the member meeting. There was a quorum (a quorum at the member meeting is made up of the members present). There was no Call to Order. There was no discussion or vote to bring the scheduled business to a vote at this time (a different time and prior to the time scheduled). There also was no objection. There were a lot of surprised people. He continued to bring to a vote two By-Law changes that we (the BoD) had referred to the members and he also brought to a vote the election of a slate of candidates for election to the BoD.

There is no specific Notice required for Amendments to the By-Laws.

 

Does that information help clarify what happened?

[Hieu H. Huynh]

A banquet does not sound like a properly called meeting. Business can only be conducted at a properly called meeting. Perhaps the membership could ratify the actions taken. However, this will still require a properly called meeting to do so. Is the convention still going on?

[Josh Martin]

This "event" is a four day annual convention. The Notice of the annual meeting, which is held at the event, is given by publication in the newsletter (allowed by By-Laws). It was scheduled, as usual, for the last morning of the event, usually a breakfast meeting. It was listed in the newsletter as part of the convention schedule and listed on the Convention program as occurring on the last morning. The Convention Program is for attendees convenience (where to be and when) and is not presented or adopted. 30 days Notice is required in the By-Laws for the annual member meeting. The evening before the meeting was scheduled the convention banquet was held, as usual, and every attendee (member) is presumably present. There was no printed agenda for the annual member meeting.

While the President had the floor welcoming the members, he launched into the main business scheduled to take place the next morning at the member meeting. There was a quorum (a quorum at the member meeting is made up of the members present). There was no Call to Order. There was no discussion or vote to bring the scheduled business to a vote at this time (a different time and prior to the time scheduled). There also was no objection. There were a lot of surprised people. He continued to bring to a vote two By-Law changes that we (the BoD) had referred to the members and he also brought to a vote the election of a slate of candidates for election to the BoD.

There is no specific Notice required for Amendments to the By-Laws.

 

Does that information help clarify what happened?

 

Yes, this information clarifies what happened a great deal, and my opinion is that all business conducted is null and void, since it did not occur at a properly called meeting.

[Guest bill johnson]

Thanks a lot for your input. I've been wrestling with the way this went down for a while. Thank you.