Emergency Meeting/vote

[Josh Martin]

46 minutes ago, Joshua Katz said:

The bylaws allow for meetings at the call of 5 members. If they have 5 members who want a meeting, I don't think the fact that the bylaws call for the Secretary to issue the call itself is sufficient to prevent holding any meetings until the officer terms expire, at which point there are no officers and no one to call a meeting.

It’s not clear to me that there are five members who want a meeting,

9 hours ago, Guest Emg said:

Bylaws clearly state that 5 members are required to "force" a meeting, we have 8 voting members and the *voting* membership is evenly split

There are apparently 11 more non-voting members, but it is not clear whether they are considered “members” for the purposes of this rule.

46 minutes ago, Joshua Katz said:

I would suggest they just hold the meeting anyway. They have no money - is someone really going to sue over this? 

Regardless of whether someone is going to sue, I would think that violating the bylaws should be the last resort.

9 hours ago, Guest Emg said:

Bylaws clearly state that 5 members are required to "force" a meeting, we have 8 voting members and the *voting* membership is evenly split, 

What exactly do your bylaws say about calling meetings?

[Guest Emg]

45 minutes ago, Josh Martin said:

It’s not clear to me that there are five members who want a meeting,

There are apparently 11 more non-voting members, but it is not clear whether they are considered “members” for the purposes of this rule.

Regardless of whether someone is going to sue, I would think that violating the bylaws should be the last resort.

What exactly do your bylaws say about calling meetings?

ARTICLE IV

CLUB MEETINGS

Section 1. Regular Meetings.

There shall be one (1) regular Club Membership Meeting annually. The Annual Meeting shall be

held on or before June 15

th

for the purpose of election of members to the Board of Directors due to

the expiration or terms or other vacancy, and all Regular Meetings shall allow transactions of

business as may properly come before the meeting.

Failure to hold an annual meeting shall not

work a forfeiture or dissolution of the Club or invalidate any action taken by the Board of Directors

or Officers of the Club. If the Board of the Directors fails to call a regular Club Membership

Meeting by June 30

th

, a default meeting will be held on June 30

th

at 10:00AM (PT) at the Club's

headquarters.

Section 2. Special Meetings.

The Secretary shall call Special Meetings at the direction of the President or upon the written

request of five (5) Senior Members, in good standing. No business shall be transacted at a Special

Meeting except that of which notice is given.

Section 3. Voting List.

The Secretary or his agent shall make available upon request, at each regular and Special Meeting

of the membership, a complete list of Senior Members, arranged in alphabetical order.

and hazard and agrees to hold the Club and all of its members, officers, and directors harmless and

free from liability of any kind or nature resulting from any injury, loss, or cause whatsoever.

Parents and guardians of all minor members likewise by acceptance of membership of such minors

assume all risks and hazards incident to such memberships and agree to hold the Club and all of its

members, officers, and directors harmless and free from any liability whatsoever. A guest at any

Club session assumes all risks and hazards and by acceptance of guest privileges, agrees to hold the

Club

and all of its members, officers, and directors

free from any liability whatsoever.

ARTICLE IV

CLUB MEETINGS

Section 1. Regular Meetings.

There shall be one (1) regular Club Membership Meeting annually. The Annual Meeting shall be

held on or before June 15

th

for the purpose of election of members to the Board of Directors due to

the expiration or terms or other vacancy, and all Regular Meetings shall allow transactions of

business as may properly come before the meeting.

Failure to hold an annual meeting shall not

work a forfeiture or dissolution of the Club or invalidate any action taken by the Board of Directors

or Officers of the Club. If the Board of the Directors fails to call a regular Club Membership

Meeting by June 30

th

, a default meeting will be held on June 30

th

at 10:00AM (PT) at the Club's

headquarters.

Section 2. Special Meetings.

The Secretary shall call Special Meetings at the direction of the President or upon the written

request of five (5) Senior Members, in good standing. No business shall be transacted at a Special

Meeting except that of which notice is given.

Then it goes on to voting list, &quorum.  Thank you

[Joshua Katz]

3 minutes ago, Guest Emg said:

If the Board of the Directors fails to call a regular Club Membership

Meeting by June 30

th

, a default meeting will be held on June 30

th

at 10:00AM (PT) at the Club's

headquarters.

So, pardon me if I'm missing something, but why not just show up on the 30th, for this default meeting, and elect officers? And then amend your bylaws so that the board cannot prevent meetings from happening.

[Guest Emg]

1 hour ago, Joshua Katz said:

Oh, c'mon everyone. The bylaws allow for meetings at the call of 5 members. If they have 5 members who want a meeting, I don't think the fact that the bylaws call for the Secretary to issue the call itself is sufficient to prevent holding any meetings until the officer terms expire, at which point there are no officers and no one to call a meeting. We're about about 19 people who like playing a sport. There's no reason they should be forced to stop playing their sport because the Secretary didn't send a letter about something everyone knew about (that can be arranged, I'm sure, there's only 19 of them). I would suggest they just hold the meeting anyway. They have no money - is someone really going to sue over this? 

If, on the other hand, there aren't 5 people who want to meeting, I suppose there's not enough enthusiasm to play much anyway, so the whole thing becomes a non-issue.

I appreciate the sentiment, and it requires 5 senior members to force a meeting, and we have 4 in favor, 4 against.  We are a sports affiliated club, the majority of our members are under the age of 18 and have no vote.  It really does seem crazy, I agree.

[Guest Emg]

54 minutes ago, Joshua Katz said:

So, pardon me if I'm missing something, but why not just show up on the 30th, for this default meeting, and elect officers? And then amend your bylaws so that the board cannot prevent meetings from happening.

The meeting was held on the 15th, not the default date. 

[Richard Brown]

5 minutes ago, Guest Emg said:

The meeting was held on the 15th, not the default date. 

What happened at that meeting? Did you elect new officers or a new board? If not, why not?

Edited June 19, 2018 at 03:59 PM by Richard Brown
added underlined language

[Josh Martin]

2 hours ago, Guest Emg said:

The Secretary shall call Special Meetings at the direction of the President or upon the written request of five (5) Senior Members, in good standing.

 

2 hours ago, Guest Emg said:

I appreciate the sentiment, and it requires 5 senior members to force a meeting, and we have 4 in favor, 4 against.  We are a sports affiliated club, the majority of our members are under the age of 18 and have no vote.  It really does seem crazy, I agree.

Based upon these additional facts, it seems abundantly clear that no special meeting may be called, unless (at a minimum) at least one of the four other “Senior Members” may be persuaded to call a special meeting.

I would suggest one of the following courses of action:

• Somehow persuade one of the four other senior members (the Secretary would be ideal) to support the call for a special meeting.
• Dissolve the society and form a new one.
• Have the parent society amend their bylaws to provide a new mechanism for calling special meetings of its subordinate units (perhaps allow for four members to call a meeting and provide that any member may send the call). Since this does not seem to be a regular occurrence, the bylaws could even be amended after this situation is over to remove this provision.

 

2 hours ago, Joshua Katz said:

So, pardon me if I'm missing something, but why not just show up on the 30th, for this default meeting, and elect officers? And then amend your bylaws so that the board cannot prevent meetings from happening.

The bylaws provide that “If the Board of the Directors fails to call a regular Club Membership Meeting by June 30, a default meeting will be held on June 30.” Since a regular meeting was held, the default meeting provision does not apply.

So I suppose if nothing else, there will be a default meeting on June 30 of 2019, although such a long wait seems undesirable.

I am also not certain that “the board” is really doing anything to prevent meetings from happening. The bylaws provide that a meeting shall be called upon request of five senior members, but only four senior members support calling a meeting.

1 hour ago, Richard Brown said:

What happened at that meeting? Did you elect new officers or a new board? If not, why not?

We have been told that they did not because “the board” somehow (almost certainly improperly) prevented elections from happening. The details have not been provided, but I’m not sure the details would help with the society’s current problem.

Edited June 19, 2018 at 05:51 PM by Josh Martin