NOTICE OF SPECIAL MEETING OF MEMBERS OF THE ARTS SOCIETY OF KINGSTON
Wednesday, July 26, 2023
Great Room, Arts Society of Kingston, 97 Broadway, Kingston, NY.
The purpose of the meeting is as follows:
1. Nullify the vote for new board members that took place on June 30, 2023, because it did not allow the minimum of 10 days between the cut-off date to become a paid- up member and the date of the election as required in the By-Laws as noted in Gary Schuster’s email of 7.7.23. *
2. Set a date for a new election for board members.
3. Agree that this new election be run by an independent election conducting company such as electionbuddy.com so it is completely out of our hands.
4. Agree that members who were current as of 5pm on June 30, 2023 will be the only members eligible to vote.
5. Agree to send to the membership a more appropriately worded explanation of the proposed changes to the by-laws as described in Gary Schuster’s email of 7.7.23.**
6. Nullify any actions by the existing board of directors between now and this July 26, 2023 meeting including certifying alleged winners of the contested board election of June 30, 2023.
A Zoom link will be sent a day before the meeting.
*Email with legal opinion from Gary Schuster (ASK’s pro-bono attorney) 7.7.23
1. Eligibility of Voting Members. The notice of meeting stated “Memberships must be started or renewed by June 18th to vote at the meeting or run for election to the Board.” There appears to be some controversy about new or renewal memberships coming in after June 18. I do not know what the facts are as to each individual new or renewal membership, but the rule quoted above is quite clear to me. People who were not members in good standing on June 19 should not have their votes counted. If a person handed in a check or paid by credit card on June 18, and the funds did not clear until after, I consider that person as having paid on time (unless the payment bounces). I see no problem in mailing ballots to more people than there were members, the recipients were given an opportunity to join by the deadline. (this is based on Section 9 of the By-Laws which is quoted here.)
ARTICLE III. Membership Section 9. Qualification of Voters. The Board of Directors may fix a date as the record date for the purpose of determining the Members entitled to vote at any Meeting of the Membership, or to express consent to or dissent any proposal without a Meeting. The record date shall not be more than fifty(50) nor less than ten (10) days before the date of the Meeting.
** Email with legal opinion from Gary Schuster (ASK’s pro-bono attorney) 7.7.23
1. Notice of Meeting.
i. The notice referred to the amended bylaws and directed members to the ASK website in order to access the bylaws. The notice of meeting did describe the “major revisions” made in the amended bylaws in general terms. Relying on the 2017 bylaws, Article XII, Section 1, which I believe is controlling, I find a number of deficiencies in this notice. These deficiencies are not necessarily illegal but are not best practice, and resulted in members not receiving sufficient information or opportunity for deliberation.
1. The notice did not adequately explain that the Board of Directors had approved these amended bylaws and they were being presented to the membership for adoption.
2. The notice did not explain that under the bylaws, the members could adopt or reject the proposed bylaws amendments in whole or in part, and could propose further amendments at the meeting.
3. Best practice is to show the current and proposed by laws side-by-side so readers can see exactly what words are being deleted, added, or modified. Admittedly this takes work but in this age of Microsoft Word red lining it is not a terrible burden. The notice of meeting did describe the “major revisions” made in the amended bylaws in general terms, but this was not best practice. Members would be very challenged to find the specific amendments. It should also be noted that this “best practice” is not a legal requirement, nor is it required by the 2017 bylaws.