Calling a new SGM

[darrenogilvie]

I am hoping that someone could clarify a couple issues for me or give some direction. I will try to make this as brief as possible and jump the the issue we are having now.

Last AGM a new board was elected, there were a small handful that were not happy about the new positions. These people decided to go the route of being particular about the regulations and bylaws. The election was held in the same manner as it has been for years prior, but as it would turn out it wasn't following the rules outlined in the bylaws. these issues were brought to the newly elected president and he was in agreement that the election wasn't done as it was outlined in our bylaws. So the newly elected president decided by himself that the election was illegal and that the board would revert back to the original members prior to the election.

there was a few months of opinions going back and forth (short version, LOL) plus the resignations of 9 members of the board. There is now only three members, the original president, treasurer and 1 member of the board. A new Special General Meeting needs to be called for a new election that follows the bylaws. So now our President believes that there is no board because she has been told this by outside people. I have encouraged her to appoint enough people to fill positions that we can hold a meeting to call a SGM. She refuses to do anything at all and says that she will just let the people who started this thing take over. They believe they are able to call a SGM and handle it all. 

I don't know how we can proceed. this whole procedure of getting a board meeting  to call the SGM and a nominating committee put together somehow so that a election can be held to vote in a new board and get on with business. Can anyone clear up some misbeliefs and maybe explain how we move forward. What are the rules on this type of situation? thankyou

[Josh Martin]

On 3/3/2023 at 1:51 AM, darrenogilvie said:

The election was held in the same manner as it has been for years prior, but as it would turn out it wasn't following the rules outlined in the bylaws. these issues were brought to the newly elected president and he was in agreement that the election wasn't done as it was outlined in our bylaws. So the newly elected president decided by himself that the election was illegal and that the board would revert back to the original members prior to the election.

In what manner, specifically, was the election not in compliance with the bylaws?

While there is no doubt that the society is obligated to follow its bylaws, its failure to do so may or may not have the effect of invalidating the election, depending on what was done wrong.

Further, even assuming the President was correct that the election is invalid, the President lacks the authority to make such a declaration on her own, outside of a meeting. Such a ruling must be made at a meeting of the general membership (since the membership held the election), unless the organization’s bylaws specifically delegate this authority to some other body, such as the board. The ruling is subject to appeal.

On 3/3/2023 at 1:51 AM, darrenogilvie said:

A new Special General Meeting needs to be called for a new election that follows the bylaws. So now our President believes that there is no board because she has been told this by outside people.

What do the bylaws say in regard to the term of office? Do the bylaws provide that board members serve “until their successors are elected?”

On 3/3/2023 at 1:51 AM, darrenogilvie said:

I have encouraged her to appoint enough people to fill positions that we can hold a meeting to call a SGM. She refuses to do anything at all and says that she will just let the people who started this thing take over. They believe they are able to call a SGM and handle it all. 

What do the bylaws say in regard to calling a special meeting of the membership, filling Board vacancies, and the quorum for the board?

On 3/3/2023 at 1:51 AM, darrenogilvie said:

I don't know how we can proceed. this whole procedure of getting a board meeting  to call the SGM and a nominating committee put together somehow so that a election can be held to vote in a new board and get on with business. Can anyone clear up some misbeliefs and maybe explain how we move forward. What are the rules on this type of situation?

We don’t yet have enough facts to advise you on how to move forward. I will need answers to my above questions.

Edited March 4, 2023 at 03:31 PM by Josh Martin

[darrenogilvie]

On 3/3/2023 at 4:41 AM, Josh Martin said:

In what manner, specifically, was the election not in compliance with the bylaws?

While there is no doubt that the society is obligated to follow its bylaws, it’s failure to do so may or may not have the effect of invalidating the election, depending on what was done wrong.

Further, even assuming the President was correct that the election is invalid, the President lacks the authority to make such a declaration on her own, outside of a meeting. Such a ruling must be made at a meeting of the general membership (since the membership held the election), unless the organization’s bylaws specifically delegate this authority to some other body, such as the board. The ruling is subject to appeal.

What do the bylaws say in regard to the term of office? Do the bylaws provide that board members serve “until their successors are elected?”

What do the bylaws say in regard to calling a special meeting of the membership, filling Board vacancies, and the quorum for the board?

We don’t yet have enough facts to advise you on how to move forward. I will need answers to my above questions.

I have supplied the text from the email that was sent to all board members in regards to the election. 

I agree that the President does not have the power to revert the board as no one person can do that. I should have been done at a board meeting and voted on. 

I have to check our bylaws in regards to the term, I do know that there is a section on the quorum, but nothing on filling vacancies. What has been done previously is that one of the executives asked someone to join and then it was voted on at the next meeting. 

To also clarify we are a small non profit community association for our Mobile Home Park and it wasn't until this situation arose that anyone had actually looked at the bylaws. "this is the way we've always done it" was a common quote

Quote

 

)One that we all must follow and abide by immediately. In regards to our By-Laws it states:

 "Notice of any Annual, General, or Special General Meeting shall be deemed to be given to every member if mailed or handed to every member, and in addition, notice of such meeting is advertised in he Association monthly newsletter and notice shall be at least fourteen (14) days before such meting. The accidental omission to give the nature of a meeting to or the nonreceipt of a notice by any of the members entitled to receive notice, does not invalidate proceeding at the meeting."

 Notice for our AGM in June was not properly delivered to our members. Additionally, this is not considered an "accidental omission" as our By-Laws clearly state this is a requirement and it is the duty of the board members to act in accordance to these By-Laws.

 Additionally, prior to the AGM our By-Laws state that we must appoint a Nominating Committee of at least 3 individual members to compile a list of proposed Directors to present at the AGM for election in addition to any nominations made by the floor. I have reviewed the meeting minutes back to the last ones on record in December of 2013 and this appears to have never been done.

 In short, the Association has failed to follow our By-Laws regarding the proper procedures for the election based upon following "what has always been done" according to longer standing members of the board. Regardless of how long things have been done incorrectly, it has come to our attention now and must be rectified if we as an Association are to have any credibility and transparency.

 Effective immediately as per our By-Laws, the Societies Act, Robert's Rules of Order, and for the sake of credibility and transparency, the elections held in June are null and void. This means that we must revert out current roster of Board Members to the pre-June individuals and once again preform a proper election.

 

 

[Atul Kapur]

There are multiple issues identified, including past practice and the Societies Act (of BC?). 

It sounds like a formal parliamentary opinion would be useful, to review events that got you to where you are at the moment, and recommend how to best move forward.

The ad hoc decisions of the president (or others) are not a substitute for an informed response.

[puzzling]

To me it looks more a legal matter have a look at the website of the hone owners protection bureau  www.hopb.co they give links to all manner of organisations for help regarding home owners associations. 

I do realise your organisation  is an Mobile Home park so I do not know  if all the same laws apply but I guess nobody  knows that and it is a good start.

[Atul Kapur]

Some corporate laws provide for a member to call a special meeting if the number of directors falls below a certain number. Check if your Societies Act has that.

[Josh Martin]

On 3/3/2023 at 10:26 AM, darrenogilvie said:

I agree that the President does not have the power to revert the board as no one person can do that. I should have been done at a board meeting and voted on. 

I'm not sure the board has the authority to declare the election invalid either. But certainly the President, acting alone and outside of a meeting, does not have the authority to do so.

"Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50

On 3/3/2023 at 10:26 AM, darrenogilvie said:

I have to check our bylaws in regards to the term, I do know that there is a section on the quorum, but nothing on filling vacancies. What has been done previously is that one of the executives asked someone to join and then it was voted on at the next meeting. 

In the absence of a particular section on vacancies, it would be helpful to know what the bylaws say generally concerning the authority of the board.

On 3/3/2023 at 10:26 AM, darrenogilvie said:

To also clarify we are a small non profit community association for our Mobile Home Park and it wasn't until this situation arose that anyone had actually looked at the bylaws. "this is the way we've always done it" was a common quote

"This is the way we've always done it" is not an acceptable defense. The organization is obligated to follow its bylaws, so it would behoove the board to read them. If the organization wishes to change its election procedures to match what was done previously, the solution would be to amend the bylaws.

"In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25

On 3/3/2023 at 10:26 AM, darrenogilvie said:

One that we all must follow and abide by immediately. In regards to our By-Laws it states:

 "Notice of any Annual, General, or Special General Meeting shall be deemed to be given to every member if mailed or handed to every member, and in addition, notice of such meeting is advertised in he Association monthly newsletter and notice shall be at least fourteen (14) days before such meting. The accidental omission to give the nature of a meeting to or the nonreceipt of a notice by any of the members entitled to receive notice, does not invalidate proceeding at the meeting."

 Notice for our AGM in June was not properly delivered to our members. Additionally, this is not considered an "accidental omission" as our By-Laws clearly state this is a requirement and it is the duty of the board members to act in accordance to these By-Laws.

In short, the Association has failed to follow our By-Laws regarding the proper procedures for the election based upon following "what has always been done" according to longer standing members of the board. Regardless of how long things have been done incorrectly, it has come to our attention now and must be rectified if we as an Association are to have any credibility and transparency.

 Effective immediately as per our By-Laws, the Societies Act, Robert's Rules of Order, and for the sake of credibility and transparency, the elections held in June are null and void. This means that we must revert out current roster of Board Members to the pre-June individuals and once again preform a proper election.

Thank you for these additional facts. Assuming for the sake of argument that it is correct that "Notice for our AGM in June was not properly delivered to our members," that is a very serious violation of the bylaws and is sufficient grounds to invalidate the election (and for that matter, all business conducted at the meeting) after the fact. The President also may well be correct that this means that the society "must revert out current roster of Board Members to the pre-June individuals" until a proper election has been completed, but I cannot say for certain without knowing what the term of office is. Notwithstanding this, such a determination would have to be made at a meeting of the membership (or maybe by the board).

There is perhaps some ambiguity here as the bylaws contain a clause that "The accidental omission to give the nature of a meeting to or the nonreceipt of a notice by any of the members entitled to receive notice, does not invalidate proceeding at the meeting." It will ultimately be up to the organization to interpret its own rules on that matter, but personally, the rule in question appears designed to apply to either a.) failure to include certain details in the notice or b.) failure to send the notice to particular members. This exception does not appear intended to apply to accidentally forgetting to send the notice at all.

I still do not know how to move forward with calling a meeting. What do your bylaws say in regard to the following?

• How to call meetings of the membership (and the board)
• The quorum for the board
• The term of office for board members
• The authority of the board

On 3/3/2023 at 10:26 AM, darrenogilvie said:

 Additionally, prior to the AGM our By-Laws state that we must appoint a Nominating Committee of at least 3 individual members to compile a list of proposed Directors to present at the AGM for election in addition to any nominations made by the floor. I have reviewed the meeting minutes back to the last ones on record in December of 2013 and this appears to have never been done.

This violation is less severe. While the society must comply with this requirement in the future, failure to follow this requirement does not have the effect of invalidating the election - not that it matters, since the election is invalid on the grounds of failure to provide notice of the meeting.

It appears there may also be issues of applicable law involved, so the society may also need an attorney.