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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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I spend summers living in an association/corporation organized

Customer Question

I spend summers living in an association/corporation organized under the laws of Minnesota. Does the board have the legal right to their interpretation of the article of proxies and enforce it without amending it by vote of shareholders? Are the bylaws a legal document the board must abide by?
Submitted: 2 years ago.
Category: Business Law
Expert:  MShore Law replied 2 years ago.
Thank you for the post, I am happy to assist you by answering your questions. The bylaws are a legal document which the board must abide by, the bylaws act as the constitution of the corporation. However, the board does have the right to interpret those bylaws and act upon such interpretation, but if the membership challenges that interpretation the matter can be submitted to a vote and if the board unwilling to take a vote, then resolved via alternative dispute litigation or litigation seeking judicial review of the board's interpretation. Please let me know if you have any follow up questions.
Customer: replied 2 years ago.
Is it acceptable to conduct meetings without following the bylaws as to the set date and the stated length of time of notification? Is there a legal form needing to be followed for the minutes of the meeting?
Expert:  MShore Law replied 2 years ago.
No, it is not acceptable to conduct meetings without following the bylaws as to the set date and the stated length of time of notification. But bear in mind that the bylaws likely allow for emergency meetings that modify the date and notice requirements. Therefore, whether sufficient notice was offered depends on the reason for the meeting. The minutes of the meeting can take any form approved by the bylaws, and commonly take this form: http://www.meeting-minutes-template.com/long-form-of-minutes-for-corporate-meeting
Customer: replied 2 years ago.
Pertaining to my first questions, the president in his interpretations decided if a shareholder was on the premises and did not attend the meeting the proxie was void. I'm questioning the legality of his actions.
Expert:  MShore Law replied 2 years ago.
Thank you, XXXXX XXXXX is no support for this contention in the bylaws, the president's determination must be voted upon to be enforceable.Upon what language in the bylaws does the president rely in reaching this conclusion?
Customer: replied 2 years ago.
Section 10. Proxies. A shareholder may castt his vote in personor through proxy. The appointment of proxy shall be in writing filed with an office of the Corporation at or before the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders is valid if signed by ant one of them, unless the corporation receives from ant one of those shareholders written notice either denying the authority of that person to appoint a proxyor appppointing a different proxy. The appointment of a proxy is valid for 11 months, unless a longer period is expressly provided in appointment. An appointment may be terminated at will.(302A.449) The intrepretation the president is making is it doesn't state whether the shareholder has to be on the premises or at the meeting so he has made the decision the proxy is invalid if the person is on the premises and does not attend the meeting.
Expert:  MShore Law replied 2 years ago.
Thank you, XXXXX XXXXX is no support for this interpretation in the actual text of Section 10. This interpretation would need be to supported by vote and amendment/supplementation to the bylaws if the president's interpretation is to be enforceable.
Customer: replied 2 years ago.
Am I correct that we shareholers can add an amendent pertaining to being included in the making of major decisions? I am aware we need the vote of 75% of the shareholders which would be no problem.
Expert:  MShore Law replied 2 years ago.
Yes, you are correct.
Customer: replied 2 years ago.
Thank you. You have been most helpful. There are times like this when I wish I was a passive person instead of one who needs answers when my intuition tells me things are incorrect.
Expert:  MShore Law replied 2 years ago.
Thank you, XXXXX XXXXX to rate my answers positively if I have answered your questions.
Customer: replied 2 years ago.
I definitely will rate you as excellent but I hope it is okay if wait until I mull over the information just in case I have missed another concern
Expert:  MShore Law replied 2 years ago.
I would really appreciate if you would rate now and please keep in mind that if you have any follow up questions you can return to this post to pose them.
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience: Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
MShore Law and 3 other Business Law Specialists are ready to help you
Customer: replied 2 years ago.
My last question was pertaining to the shareholders adding an amendment
to be included in decisions of major concerns. Does this have to be done through an attorney or is this something we can print and add to the bylaws?
Expert:  MShore Law replied 2 years ago.
You can print and add to the bylaws upon being voted in favor of the voting members.

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