TSSMDWC Posted January 26, 2011 at 11:17 PM Report Share Posted January 26, 2011 at 11:17 PM Under our bylaws in the article 4 "membership meetings" then under SECTION 5 of that article; Voting Rights. "Each member of the company shall be entitled to one vote only." At our last annual meeting a board member disallowed the nomination of my wife as a board member using the above voting rights rule. He claimed that since each share of stock only had one vote is would disqualify my wife since she can't have a vote in the board as well as myself. He convinced the assembly of the same thing. There is nowhere in the bylaws and specifically under the article 5 "Directors" where is says that the board cannot have 2 family members owners of one share of stock. Link to comment Share on other sites More sharing options...
Chris Harrison Posted January 26, 2011 at 11:23 PM Report Share Posted January 26, 2011 at 11:23 PM Under our bylaws in the article 4 "membership meetings" then under SECTION 5 of that article; Voting Rights. "Each member of the company shall be entitled to one vote only." At our last annual meeting a board member disallowed the nomination of my wife as a board member using the above voting rights rule. He claimed that since each share of stock only had one vote is would disqualify my wife since she can't have a vote in the board as well as myself. He convinced the assembly of the same thing. There is nowhere in the bylaws and specifically under the article 5 "Directors" where is says that the board cannot have 2 family members owners of one share of stock.RONR doesn't stop more than one family member from serving on the Board. However, apparently the members decided that the bylaws do. Whether they really do say that is for you all to determine. See RONR pp. 570-573. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 26, 2011 at 11:23 PM Report Share Posted January 26, 2011 at 11:23 PM Under our bylaws in the article 4 "membership meetings" then under SECTION 5 of that article; Voting Rights. "Each member of the company shall be entitled to one vote only." At our last annual meeting a board member disallowed the nomination of my wife as a board member using the above voting rights rule. He claimed that since each share of stock only had one vote is would disqualify my wife since she can't have a vote in the board as well as myself. He convinced the assembly of the same thing. There is nowhere in the bylaws and specifically under the article 5 "Directors" where is says that the board cannot have 2 family members owners of one share of stock.He's completely wrong. But if he convinced the assembly of that, then their interpretation of the rules is what counts. Link to comment Share on other sites More sharing options...
Rob Elsman Posted January 26, 2011 at 11:25 PM Report Share Posted January 26, 2011 at 11:25 PM Under our bylaws in the article 4 "membership meetings" then under SECTION 5 of that article; Voting Rights. "Each member of the company shall be entitled to one vote only." At our last annual meeting a board member disallowed the nomination of my wife as a board member using the above voting rights rule. He claimed that since each share of stock only had one vote is would disqualify my wife since she can't have a vote in the board as well as myself. He convinced the assembly of the same thing. There is nowhere in the bylaws and specifically under the article 5 "Directors" where is says that the board cannot have 2 family members owners of one share of stock.No rule in RONR prevents spouses from serving simultaneously as members of an executive board. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 26, 2011 at 11:44 PM Report Share Posted January 26, 2011 at 11:44 PM RONR doesn't stop more than one family member from serving on the Board. However, apparently the members decided that the bylaws do. Whether they really do say that is for you all to determine. See RONR pp. 570-573.No rule in RONR prevents spouses from serving simultaneously as members of an executive board.I think the family member/spouse issue is a red herring. It seems to me the question the assembly was asked to decide was whether two individuals who jointly own a single share of stock (and are collectively one member) may both serve on the board. Since RONR has no qualifications for membership on a board, nothing in RONR prohibits this, but whether the Bylaws prohibit it is a question of interpretation the organization will have to decide for itself, and it seems the assembly has already made its decision.To move forward, the member will either need to change the minds of his fellow members or take this into the legal arena. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 26, 2011 at 11:59 PM Report Share Posted January 26, 2011 at 11:59 PM It seems to me the question the assembly was asked to decide was whether two individuals who jointly own a single share of stock (and are collectively one member) may both serve on the board.Well, just to add to the ambiguity, the only quoted portion of the bylaws says, "Each member of the company shall be entitled to one vote only." That's a pretty poor way of saying that voting is by share, not by individual member (if it even says that at all).But, even accepting the one share/one vote rule, nothing would prevent Mr. & Mrs. Smith from sharing one vote as two members of the board, just as they presumably share one vote as two members of the company. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 27, 2011 at 12:42 AM Report Share Posted January 27, 2011 at 12:42 AM Well, just to add to the ambiguity, the only quoted portion of the bylaws says, "Each member of the company shall be entitled to one vote only." That's a pretty poor way of saying that voting is by share, not by individual member (if it even says that at all).But, even accepting the one share/one vote rule, nothing would prevent Mr. & Mrs. Smith from sharing one vote as two members of the board, just as they presumably share one vote as two members of the company.Well, I'd agree if the ballot choice was "Mr. & Mrs. Smith" as a single choice. But if each of them won election in their own right, I'd argue that they each get a vote. The voting language in the bylaws was in the section on Membership meetings. Board meetings have no direct relevance. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 27, 2011 at 01:12 AM Report Share Posted January 27, 2011 at 01:12 AM But if each of them won election in their own right, I'd argue that they each get a vote.I'd argue that as well.I was just suggesting that, even if you didn't argue that, you could still argue that they could both be members of the board, sharing a single vote. In other words, elect them both as members and then figure out how many votes they get. But the possibility that they might have to share a vote doesn't necessarily prevent them both from being elected. As Bill Smith and Mary Jones (who happen to live in the same house). Link to comment Share on other sites More sharing options...
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