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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 9890
Experience:  30 years of corporate, litigation and international law
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Our Alumni Association (FFA) has a constitution. In April

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Our Alumni Association (FFA) has a constitution. In April 2009 proposed amendments were discussed to be added to the 2008 constitution. However there is no proof of them being voted on (some people remember voting and some don't). I did a search for the minutes of that time period and there are minutes for April but no minutes for May, June and July. So there is no record of them being voted on. We just have an revised Constitution dated July 2009 with the proposed changes but no proof of voting. One problem is we don't have meeting in June and July so why would this be revised then. So which one would stand.

Just to let you know, 2008 constitution allow for only one term for the president. The 2009 version allowed no restriction of the presidents term (1 year, 2 year, etc).

The next part is at the last meeting we discussed adding proxy to the 2009 constitution. It neither says we can or we can't use proxy. Can this be allowed? Can the board say proxies allowed?
Is your alumni association incorporated as a non profit corporation or is it an unincorporated association?
Customer: replied 5 years ago.
It is a 501 3 C

If you are a non profit corporation, the non profit corporation law envisions proxy voting so it would be within the Board's authority to authorize it. If you are not a non profit corporation, then whether proxy voting is permitted is governed by the articles of formation and your bylaws. If they are silent on the issue, then the Board would have the authority to authorize it since it is a common practice. As for the changes to the constitution, if there is no record of a vote, then the revisions to the constitution were never adopted and the old version remains in force until the constitution is changed in accordance with its terms. The vote changing the constitution would also have to be recorded.

 

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