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Can Anyone Tell Me Who I Need To Contact About The Board Of Directors Not Going By Our Bylaw?
17 Answers
Can anyone tell me who I need to Contact about the board of directors not going by our bylaw?
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As Baldric induicates, we need more information. (Just post an 'answer' on this thread). Bylaws normally apply to matters under the control of a local authority, so it's either that authority or the police who can deal with breaches of them.
However some other organisation, such as our railways, have their own bylaws. A breach of railway bylaws could be dealt with by the British Transport Police, Transec, the Rail Accident and Investigation Branch and probably several other bodies.
It's extremely unusual for an organisation with a board of directors to be coverd by bylaws though (unless, so, they're the directors of a train operating company). Bylaws have to be approved by Parliament and thus won't normally apply to the running of companies.
So, at the moment, your question doesn't really make a lot of sense to us. More information, please!
However some other organisation, such as our railways, have their own bylaws. A breach of railway bylaws could be dealt with by the British Transport Police, Transec, the Rail Accident and Investigation Branch and probably several other bodies.
It's extremely unusual for an organisation with a board of directors to be coverd by bylaws though (unless, so, they're the directors of a train operating company). Bylaws have to be approved by Parliament and thus won't normally apply to the running of companies.
So, at the moment, your question doesn't really make a lot of sense to us. More information, please!
This is just part of the problem: we just had our Annual Meeting and the order of the meeting according to our bylaws was not followed. They do not provide financials, minutes of meetings, it has been brought to their attention and they do not care. They just ignore any questions and accountability. It is our monies they spend and they are accountable to the members and cooperative. No meetings addressing the business has been brought before the members.
This is the best recollection of our Annual Meeting held 3-21-2019
March 21st, 2019 the Annual Meeting of the Members was held.
In this meeting the President of the Board announced that the Meeting of the Members was called to order. She said that the candidates would be allowed to introduce themselves and inform the members what? and why? They were running for the board, and what they wanted to see happen and what they stood for.
The President went right into the election without providing any minutes, financial reports, reports of officers, reports of committees, reports from manager or managing agent, election of inspectors of the election, election directors, and did not allow for unfinished business or new business. The President stated that this meeting was for election only. An objection “Out of Order” was called from the floor, stating that this meeting could not move forward until these proceedings were applied, [Article IV section 9 of our bylaws give the Order of Business]. According to the bylaws it states: “The Order of Business Shall be as Follows” Article IV section 9: The Order of Business Shall be as follows:
Section 9. Order of Business. The order of business at all regular scheduled meetings of the regular members shall be as follows:
(a) Roll call.
(b) Proof of notice of meeting or waiver of notice.
**(c) Reading of minutes of preceding meeting.
**(d) Reports of officers.
**(e) Reports of committees.
**(f) Report of manager or managing agent.
**(g) Election of inspectors of election.
(h) Election of directors.
**(i) Unfinished and new business
The President stated that the meeting would continue and that the members would take a vote in order to continue the election. A vote of members passed 9 aye, 5 nay, for the meeting/election to continue. The election was held.
There were 2 Director Seats open, and about 8 Candidates on the ballot. The ballots were printed and numbered and on the ballots it stated to vote for 2 Candidates, one for each open seat. According to our bylaws they allow one vote on each question and never more than one vote, does 2 open seats mean 2 questions? [Article IV section 7].
This Board has no regards to our bylaws. They just continue to disregard them, even though they have been told.
The President also stated that the directors terms consisted of One [1] year term, Two [2] year terms, and Two [2] three year terms. I explained to her that according to our bylaws that was only allowed for the first Annual Meeting in order to stagger the elections of directors. I told her that all directors’ seats are elected to 3 year terms. [Article V section 3]. The reason for this was to question the seat of 1 director was available due to her passing, she was elected in 2018 and 1 year of her term had been served therefore leaving 2 years of her directorship left and 1 of the terms should be 2 year filling remainder of the directors term, and the other a 3 year term due to a directors term being over. I brought this into question based on the Candidates registration stating both seats were 3 year terms.
[** Denotes the procedure was not carried out].
March 21st, 2019 the Annual Meeting of the Members was held.
In this meeting the President of the Board announced that the Meeting of the Members was called to order. She said that the candidates would be allowed to introduce themselves and inform the members what? and why? They were running for the board, and what they wanted to see happen and what they stood for.
The President went right into the election without providing any minutes, financial reports, reports of officers, reports of committees, reports from manager or managing agent, election of inspectors of the election, election directors, and did not allow for unfinished business or new business. The President stated that this meeting was for election only. An objection “Out of Order” was called from the floor, stating that this meeting could not move forward until these proceedings were applied, [Article IV section 9 of our bylaws give the Order of Business]. According to the bylaws it states: “The Order of Business Shall be as Follows” Article IV section 9: The Order of Business Shall be as follows:
Section 9. Order of Business. The order of business at all regular scheduled meetings of the regular members shall be as follows:
(a) Roll call.
(b) Proof of notice of meeting or waiver of notice.
**(c) Reading of minutes of preceding meeting.
**(d) Reports of officers.
**(e) Reports of committees.
**(f) Report of manager or managing agent.
**(g) Election of inspectors of election.
(h) Election of directors.
**(i) Unfinished and new business
The President stated that the meeting would continue and that the members would take a vote in order to continue the election. A vote of members passed 9 aye, 5 nay, for the meeting/election to continue. The election was held.
There were 2 Director Seats open, and about 8 Candidates on the ballot. The ballots were printed and numbered and on the ballots it stated to vote for 2 Candidates, one for each open seat. According to our bylaws they allow one vote on each question and never more than one vote, does 2 open seats mean 2 questions? [Article IV section 7].
This Board has no regards to our bylaws. They just continue to disregard them, even though they have been told.
The President also stated that the directors terms consisted of One [1] year term, Two [2] year terms, and Two [2] three year terms. I explained to her that according to our bylaws that was only allowed for the first Annual Meeting in order to stagger the elections of directors. I told her that all directors’ seats are elected to 3 year terms. [Article V section 3]. The reason for this was to question the seat of 1 director was available due to her passing, she was elected in 2018 and 1 year of her term had been served therefore leaving 2 years of her directorship left and 1 of the terms should be 2 year filling remainder of the directors term, and the other a 3 year term due to a directors term being over. I brought this into question based on the Candidates registration stating both seats were 3 year terms.
[** Denotes the procedure was not carried out].
Possibly a pedantic point but I take it that you're referring to the provisions of a constitution, rather than to 'bylaws'. (Bylaws relate to criminal offences and have to be approved by Parliament).
Without access to a copy of the entire constitution of your body it's hard to know whether there's actually been any constitutional breach. I've drafted constitutions for lot of organisations, including registered charities. Some of those constitutions have only needed one or two pages of close-typed A4 but others have run to over 50 pages. They've all been different but they've nearly all included provisions permitting the committee (or the Chairman) to call a meeting of members which is only empowered to deal with a specific matter. Such 'single purpose' meetings would typically cover things like proposed changes to the constitution or to the election of one or more officials at any other time than at the AGM. While those constitutions would contain details of the agenda to be followed at the AGM (and at other general meetings), such provisions would not be relevant to 'single purpose' meetings. (Indeed it would be a breach of the constitution for the Chairman to permit discussion on any matter other than the one for which the meeting had been called).
So I suspect that you've looked at a provision within the constitution which doesn't apply to 'single purpose' meetings. As long as matters such as the consideration of reports and the election of officials still occur when they normally would (e.g. at monthly, quarterly or annual meetings), everything would appear to be in order.
Without access to a copy of the entire constitution of your body it's hard to know whether there's actually been any constitutional breach. I've drafted constitutions for lot of organisations, including registered charities. Some of those constitutions have only needed one or two pages of close-typed A4 but others have run to over 50 pages. They've all been different but they've nearly all included provisions permitting the committee (or the Chairman) to call a meeting of members which is only empowered to deal with a specific matter. Such 'single purpose' meetings would typically cover things like proposed changes to the constitution or to the election of one or more officials at any other time than at the AGM. While those constitutions would contain details of the agenda to be followed at the AGM (and at other general meetings), such provisions would not be relevant to 'single purpose' meetings. (Indeed it would be a breach of the constitution for the Chairman to permit discussion on any matter other than the one for which the meeting had been called).
So I suspect that you've looked at a provision within the constitution which doesn't apply to 'single purpose' meetings. As long as matters such as the consideration of reports and the election of officials still occur when they normally would (e.g. at monthly, quarterly or annual meetings), everything would appear to be in order.
Buenchico these are bylaws if you wish it is a constitution but in legal terms of our Cooperative bylaws. These are rules made by our non-profit corporation to control the actions of our members, the members elect the board and their fiduciary responsibility is to the cooperative and its members. The are failing to comply to these rules. I am not sure where you are but it is definitely BYLAWS. I am located in the United States. These are not pediatric, these are the rules in which they are to operate within. Financials are important and they are not providing this information.
Buenchico You know, if you think it is ok to go against the rules that is on you. These rules are to control and confine the democratic process of our cooperative. It is not like they failed to mention a name, or left out a tidbit, I am talking about self-dealing, conflicts of interest, lack of accountability. In the long term it will effect me, due to mis-management of our monies. So thank you for your comment and answer, but I do not think you are understanding the issues.
"The United States and Great Britain are two countries separated by a common language"
- George Bernard Shaw [attrib.]
Posting a 'law' question from the USA onto a UK-based website is always likely to cause difficulties. (We've got vastly different laws and legal processes here). Things get even trickier though when the two countries use the same word (in this case 'bylaws') in different ways.
I still believe though that it's likely that your organisation's constitution makes provision somewhere within it for the calling of 'single purpose' meetings. (Indeed, I'd suggest that it's probably very poorly drafted if it doesn't). By definition, the provisions of the constitution which apply to 'ordinary' meetings wouldn't then apply to such a 'single purpose' meeting. Your first step should be to ask the Chairman to show you the relevant section in the constitution. (I note though that your post above refers to the meeting being the Annual Meeting of the body. Is there perhaps some confusion somewhere between the body's AGM and the meeting which was actually held?)
Unless the USA has some system of registration for non-profit bodies, the only people that those at its helm are responsible to are its members. You should look through the constitution to see if there's a provision for a group of members (of a specified size) to force the calling of an Extraordinary General Meeting. If there is, you can then get your grievances aired at such an EGM.
Other than that, all I cansuggest i
- George Bernard Shaw [attrib.]
Posting a 'law' question from the USA onto a UK-based website is always likely to cause difficulties. (We've got vastly different laws and legal processes here). Things get even trickier though when the two countries use the same word (in this case 'bylaws') in different ways.
I still believe though that it's likely that your organisation's constitution makes provision somewhere within it for the calling of 'single purpose' meetings. (Indeed, I'd suggest that it's probably very poorly drafted if it doesn't). By definition, the provisions of the constitution which apply to 'ordinary' meetings wouldn't then apply to such a 'single purpose' meeting. Your first step should be to ask the Chairman to show you the relevant section in the constitution. (I note though that your post above refers to the meeting being the Annual Meeting of the body. Is there perhaps some confusion somewhere between the body's AGM and the meeting which was actually held?)
Unless the USA has some system of registration for non-profit bodies, the only people that those at its helm are responsible to are its members. You should look through the constitution to see if there's a provision for a group of members (of a specified size) to force the calling of an Extraordinary General Meeting. If there is, you can then get your grievances aired at such an EGM.
Other than that, all I cansuggest i
[How did that happen? I didn't click the 'Answer Now' button!]
. . . Other than that all I can suggest is that you re-post your question on a US-based website. Unfortunately most of those are poorly moderated and full of trolls and spam. (e.g. Yahoo Answers and Answerbag). Quora might be worth a try though: https:/
. . . Other than that all I can suggest is that you re-post your question on a US-based website. Unfortunately most of those are poorly moderated and full of trolls and spam. (e.g. Yahoo Answers and Answerbag). Quora might be worth a try though: https:/
Buenchico First and foremost I was not aware this was a British sight.
I do not know how much plainer I can make the point THIS WAS NOT A SPECIAL MEETING....It was the Annual Meeting of the Members....there is no room for mistake...it is plainly dated and designated in our bylaws as the 3rd Thursday of March each year....I am not one to make something that isn't true or factual up. But once again Thanks for your comments and time. I know and have read the rules and they just do not abide by them cut and dry.......My original question was if anyone knew who to report this to....I have met with the Board and they just do not care.......
I do not know how much plainer I can make the point THIS WAS NOT A SPECIAL MEETING....It was the Annual Meeting of the Members....there is no room for mistake...it is plainly dated and designated in our bylaws as the 3rd Thursday of March each year....I am not one to make something that isn't true or factual up. But once again Thanks for your comments and time. I know and have read the rules and they just do not abide by them cut and dry.......My original question was if anyone knew who to report this to....I have met with the Board and they just do not care.......
you need first to read the COmpanies Act - actually of where the company was registered - or at least where the meeting was held and see if ti was obeying the law
( I have to say it probably was )
Then you need to see if the compay was being run according to therules of how it was set up - articles of memorandum or what ever.
and this you seem to have done and raised objections
then you bring it up at the annual general meeting
which as faras I can see you did
and it got voted down
and the little guy goes home
You have already raised it - and it as ignored
and you know if it is that bad- you take your money elsewhere
This happens quite a lot in the UK - shareholders getting upset about how a company is run and if you dont have the votes then the little guys voice doesnt get heard
it boils down to - things are set up so the board runs the company and the shareholders do not ....
( I have to say it probably was )
Then you need to see if the compay was being run according to therules of how it was set up - articles of memorandum or what ever.
and this you seem to have done and raised objections
then you bring it up at the annual general meeting
which as faras I can see you did
and it got voted down
and the little guy goes home
You have already raised it - and it as ignored
and you know if it is that bad- you take your money elsewhere
This happens quite a lot in the UK - shareholders getting upset about how a company is run and if you dont have the votes then the little guys voice doesnt get heard
it boils down to - things are set up so the board runs the company and the shareholders do not ....
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