Proxy problem
The Special Meeting held this past Saturday was the first time I recall that the Secretary did not show up. I am no longer sure why there is not a new Secretary. I then looked to the By-Laws and do not know at this time if there are other rules or laws that would attempt to fix the dilemma those assembled would have found themselves.
There were proxies still expected; and if not already inspected, there would have been no Secretary as required under Section 8. Section 10 would designate the Chair as Secretary but the Chair had resigned. We are left with three Commercial and three Residential so who would they elect as Chair given the chilly relations? OH, do not forget the seat vacated cannot lawfully be filled due to Valle Verde vs Africa!!!
(just copied and pasted the following from a .pdf of By-Laws)
Section 8. Proxy. Any member or representative as defined in Section 4 hereof, may be represented by a proxy in all the meetings of the members of the corporation. The proxy must be in writing, designating the representative by name, signed by the member or the representative and duly presented to the Secretary for inspection and recording before the opening of the meeting.
Proxies shall be valid only either for the next annual or special meeting after the execution of the proxy or any adjournment thereof. The presence of the member at the meeting shall revoke the proxy heretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy.
Section 10. Conduct of Meeting. At all meetings of the members, the Chairman of the Board, or in his absence, the President or, in the absence of the Chairman and the President, a person designated by the majority of the members present in person or by proxy, shall act as Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of the members and in his absence, the Assistant Secretary and if the Assistance Secretary is not present, the Chairman may appoint any person to act as such.
Section 8. Proxy. Any member or representative as defined in Section 4 hereof, may be represented by a proxy in all the meetings of the members of the corporation. The proxy must be in writing, designating the representative by name, signed by the member or the representative and duly presented to the Secretary for inspection and recording before the opening of the meeting.
Proxies shall be valid only either for the next annual or special meeting after the execution of the proxy or any adjournment thereof. The presence of the member at the meeting shall revoke the proxy heretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy.
Section 10. Conduct of Meeting. At all meetings of the members, the Chairman of the Board, or in his absence, the President or, in the absence of the Chairman and the President, a person designated by the majority of the members present in person or by proxy, shall act as Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of the members and in his absence, the Assistant Secretary and if the Assistance Secretary is not present, the Chairman may appoint any person to act as such.
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