Voting at AGM

[Guest DC34]

Looking for assistance - our current bylaws states under 'New Members' that 'Membership may be granted to an applicant by the Members at the Annual General Meeting', in my current situation members means Member Clubs.  Recently ALL our member clubs left our Association and joined a different one.  In the meantime, we have built relationships with some new clubs that would like to join our Association.  How can we proceed so that we can bring on the New Member clubs so that they can vote at our AGM.  As per our existing bylaws we do not have a member club to vote on anything at our AGM.  We do have. Board that continues to exist.  What are our options?

[Gary Novosielski]

You may get other opinions on this so stay tuned.   

I think the closest situation that there is in RONR is similar to a mass meeting to form a new society.  So the "members" who show up can vote.  Normally you would then develop a set of bylaws but you already have those.  

So the new pre-members would vote to adopt and be governed by the bylaws.  In this case I think it's not a majority vote situation, but rather an individual choice.  Those who agree become members, those who don't, don't.

It's a unique situation in my experience, so I'm hoping my collages here will also weigh in.

[Guest DC34]

Thanks Gary, 

Issue with forming a NEW Society is we would immediately lose our membership status with our umbrella organization with no opportunity to gain that membership back.

[Caryn Ann Harlos]

Unfortunately with no members, you do not have a society.  If one of the former Clubs have not yet done all that is required to terminate their membership perhaps they can be persuaded to stay just to vote in new members and then leave.

[Gary Novosielski]

On 1/19/2023 at 1:45 PM, Guest DC34 said:

Thanks Gary, 

Issue with forming a NEW Society is we would immediately lose our membership status with our umbrella organization with no opportunity to gain that membership back.

That is why I am not suggesting forming a new society, which would mean a new set of bylaws, but rather having new applicants sign on to the old bylaws, which have already been approved by your umbrella organization.  These new applicants would have to satisfy the membership requirements in your existing bylaws, and perform any other required actions.

Without any members at all, you have no way to call a meeting of the members.  That's why I' suggesting a "mass meeting" format to allow new members to join by accepting the existing bylaws plus whatever other requirements exist.

I'm at a loss for any alternative, since your current organization appears not to exist except on paper.  Are there any officers, employees, or other individuals that exist, apart from the empty set of member clubs?

[Caryn Ann Harlos]

On 1/19/2023 at 12:43 PM, Gary Novosielski said:

That is why I am not suggesting forming a new society, which would mean a new set of bylaws, but rather having new applicants sign on to the old bylaws, which have already been approved by your umbrella organization.  These new applicants would have to satisfy the membership requirements in your existing bylaws, and perform any other required actions.

Without any members at all, you have no way to call a meeting of the members.  That's why I' suggesting a "mass meeting" format to allow new members to join by accepting the existing bylaws plus whatever other requirements exist.

I'm at a loss for any alternative, since your current organization appears not to exist except on paper.  Are there any officers, employees, or other individuals that exist, apart from the empty set of member clubs?

But isn't that still a new organization?  It is just using bylaws from a defunct one.

[Richard Brown]

I think it is worth looking closely at the powers of the Board of Directors. It might well be that the bylaws and/or the articles of incorporation and/or State law grant the board the power to amend either the bylaws or the articles of incorporation which would make it easier to move forward.

[Atul Kapur]

I suggest that you also seek the advice of the umbrella organization, as it appears that whatever you do will need to be acceptable to it.

[Gary Novosielski]

On 1/19/2023 at 2:48 PM, Caryn Ann Harlos said:

But isn't that still a new organization?  It is just using bylaws from a defunct one.

It might well be.  I'm just proposing it as a potential straw at which to grasp.  

[Caryn Ann Harlos]

On 1/19/2023 at 1:49 PM, Gary Novosielski said:

It might well be.  I'm just proposing it as a potential straw at which to grasp.  

Gotcha.  Perhaps reading my own organizational trauma into this situation, it seems like the departing clubs might have wanted this very result.  But that could my very cynical outlooks thesedays.

[Gary Novosielski]

On 1/19/2023 at 4:06 PM, Caryn Ann Harlos said:

Gotcha.  Perhaps reading my own organizational trauma into this situation, it seems like the departing clubs might have wanted this very result.  But that could my very cynical outlooks thesedays.

That occurred to me as well,  If they wanted to be certain, they should have voted to dissolve it.