Welcome to Law-Forums.org!   

Advertisments:




Sponsor Links:

Discount Legal Forms
Discounted Legal Texts


Mi. Voting

Corporate Law Discussions

Mi. Voting

Postby Bradwell » Sat Oct 01, 2016 2:04 pm

Our club gained nonprofit status in Michigan. The by-laws do not cover voting procedures in any detail, how do we proceed? The by-laws were amended in 2011, and were left in disarray. Articles of Incorporation do not cover this as I know as of this writing. The election was overturned by membership vote.

ANSWER: The Michigan Nonprofit Corporation Act is available at:http://bit.ly/5GolZb and specifically see §450.2108, "(1) "Member" means a person having a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws." http://goo.gl/yyXGI

Therefore, first you would need to look to the Articles of Incorporation and Bylaws to see if any members have been given the right to vote as indicated in §450.2304http://goo.gl/aHji2

Let me know. After you give me that information I will reply further. Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

---------- FOLLOW-UP ----------

I quote from our by-laws Article 7 Officers and Trustees

Sec E Executive Officers and Trustees shall be elected from the club membership, by the members, at the monthly meeting in October.

Sec F The nominating committee will present a ballot for review by the members at the September meeting Sec G The nominating committee will consist of the past president as chairperson and five committee co-persons as members. The co-chairpersons will alternate each year. This committee will be picked at the August meeting if necessary.

Sec H Executive Officers and Trustees shall operate as the Executive Board Unquote     End of article 7

The members are enraged as the e-board has sent a letter saying the election in Oct. stands. As members voted to rescind the election in Nov.      Warren

ANSWER: I do not see that the membership has the right to rescind an election.   You have not indicated that the October election was not in accordance with the procedures mandated by the bylaws and, therefore, the membership have no right to rescind. Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

---------- FOLLOW-UP ----------

The motion and vote was taken due to impropriety in the election process. 1. The Vice Presidents wife cast 5 votes as witnessed by an other member. No proxy documents were presented to my knowledge.

2. One of the candidates was not in good standing as they had committed embezzlement of club funds and this was known before the election by the e-board. This was not made to be  known to the membership and the candidates name was not removed before the election was conducted. Knowledge of this left more than enough time to remove the name and the candidate had agreed to this.

3. Absentee votes were submitted and counted. I see nothing that addresses this in the by-laws and make these invalid

With the votes cast for the candidate not in good standing, proxy votes  and the absentee votes counted, totaled 47 votes as I have been told. I believe the out come would have been different. Would these items validate the vote in Nov.  Warren
Bradwell
 
Posts: 35
Joined: Sun Feb 09, 2014 5:30 pm

Mi. Voting

Postby Daire » Sat Oct 01, 2016 8:06 pm

It appears from what you wrote that there were sufficient material improprieties to void that election and, if the Executive Committee does not agree, then some of the members can file an action in state court requesting the judge to order a proper election. Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  
Daire
 
Posts: 57
Joined: Sat Feb 08, 2014 6:34 am

Mi. Voting

Postby Howard » Tue Oct 04, 2016 12:39 am

Our club gained nonprofit status in Michigan. The by-laws do not cover voting procedures in any detail, how do we proceed? The by-laws were amended in 2011, and were left in disarray. Articles of Incorporation do not cover this as I know as of this writing. The election was overturned by membership vote.

ANSWER: The Michigan Nonprofit Corporation Act is available at:http://bit.ly/5GolZb and specifically see §450.2108, "(1) "Member" means a person having a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws." http://goo.gl/yyXGI

Therefore, first you would need to look to the Articles of Incorporation and Bylaws to see if any members have been given the right to vote as indicated in §450.2304http://goo.gl/aHji2

Let me know. After you give me that information I will reply further. Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

---------- FOLLOW-UP ----------

I quote from our by-laws Article 7 Officers and Trustees

Sec E Executive Officers and Trustees shall be elected from the club membership, by the members, at the monthly meeting in October.

Sec F The nominating committee will present a ballot for review by the members at the September meeting Sec G The nominating committee will consist of the past president as chairperson and five committee co-persons as members. The co-chairpersons will alternate each year. This committee will be picked at the August meeting if necessary.

Sec H Executive Officers and Trustees shall operate as the Executive Board Unquote     End of article 7

The members are enraged as the e-board has sent a letter saying the election in Oct. stands. As members voted to rescind the election in Nov.      Warren

ANSWER: I do not see that the membership has the right to rescind an election.   You have not indicated that the October election was not in accordance with the procedures mandated by the bylaws and, therefore, the membership have no right to rescind. Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

---------- FOLLOW-UP ----------

The motion and vote was taken due to impropriety in the election process. 1. The Vice Presidents wife cast 5 votes as witnessed by an other member. No proxy documents were presented to my knowledge.

2. One of the candidates was not in good standing as they had committed embezzlement of club funds and this was known before the election by the e-board. This was not made to be  known to the membership and the candidates name was not removed before the election was conducted. Knowledge of this left more than enough time to remove the name and the candidate had agreed to this.

3. Absentee votes were submitted and counted. I see nothing that addresses this in the by-laws and make these invalid

With the votes cast for the candidate not in good standing, proxy votes  and the absentee votes counted, totaled 47 votes as I have been told. I believe the out come would have been different. Would these items validate the vote in Nov.  Warren
Howard
 
Posts: 47
Joined: Thu Apr 17, 2014 5:52 pm


Return to Corporate Law

 


  • Related topics
    Replies
    Views
    Last post
cron