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Administration, General Assembly and Liability
Administration, General Assembly and Liability
Prepared by: Constantinople
Low attendance at an association's general assembly does not automatically invalidate every resolution; the quorum must be calculated correctly. First- and second-meeting rules, meeting quorum and voting majority differ. Special majorities may apply to constitutional amendments or dissolution. The absence of a general majority requirement at a second meeting does not mean that a few persons can take every decision without limit. Membership and governing-body numbers also affect the calculation.
Current membership records, the list of persons entitled to attend, notice, dates of both meetings, attendance lists and minutes are examined together. Including a former member on the list or allowing a person without voting rights to vote may change the calculation. The number of full board and supervisory-board members and constitutional decision-making arrangements are checked. Minutes stating that a resolution passed do not prevent examination of the actual vote count. Counting errors and defective notice are different allegations.
First identify the disputed resolution, then examine its meeting and voting requirements separately. If setting it aside is contemplated, membership, dissenting votes and litigation time limits are assessed separately; merely describing a calculation error may be insufficient. If the administration plans another meeting, the lawful way to remedy the earlier deficiency is determined first.
Before examining the meeting quorum, establish who convened the meeting, its agenda and members' participation and voting rights. A request for an extraordinary meeting differs from the ordinary meeting timetable. If the board fails to convene a meeting, the statutory application procedure may be assessed separately. A second meeting being possible with lower attendance does not mean that every resolution can be passed by the same majority.