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Scott Stearns

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #25 on: February 25, 2011, 03:20:34 PM »
ot-one GREAT rule for a club is to close the bar at the annual meeting until after the vote is taken.  cuts down on nonsense and encourages a swift conclusion

Bob_Huntley

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #26 on: February 25, 2011, 03:22:07 PM »
One of the cleverest ploys I have ever seen in Club politics ocurred a couple of years ago when the Board wanted to hold a PGA Tour event . It required a vote of the members. Over seventy five per cent of the membership liive more than 100 miles from the club. Some of them play a couple of times a year.

The Ballot went out and looked something like this:

For.

Against.

Ballots not returned to be considered For.

This looked just a little bit better than the 100% votes that Stalin received in the USSR.


Bob


SL_Solow

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #27 on: February 25, 2011, 03:29:21 PM »
Bob;  very clever but a product of lousy by laws. 

JMEvensky

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #28 on: February 25, 2011, 03:35:51 PM »

Bob;  very clever but a product of lousy by laws.  


You beat me to it.What club would draw up a set of By Laws that would allow for this?




Bob_Huntley

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #29 on: February 25, 2011, 06:09:48 PM »
Bob;  very clever but a product of lousy by laws. 

SL,

I agree.

Bob

Carl Johnson

  • Karma: +0/-0
Re: Is there still a need for the proxy in a private club?
« Reply #30 on: February 26, 2011, 10:30:07 AM »
Bob;  very clever but a product of lousy by laws. 
SL,
I agree.
Bob

My two cents, and more.

Keep in mind that the tactic may not have been a product of "lousy by laws." The bylaws may have prohibited this sort of approach, yet knowingly or not, the board may have approved it anyway.  I'm not saying this is what happened, but it could have.  Human nature.

Here are some additional insights from my experience as a lawyer and personal experience in club politics.  I am talking here about a private, member-owned club in the USA, not a business.  You may say that all of this is implicit, but I think it needs stating.

From the legal side, you must start with the governing law of the appropriate jurisdiction, which is normally going to be the nonprofit corporation law of the state of incorporation of the club.  That law will govern what's required and permitted in the club's basic governing document (charter, articles of incorporation, or the like) and its bylaws.  Ideally you'll have a well thought out and well drafted charter and bylaws that are consistent with state law.  Unfortunately, in my view, reality will rarely approach the ideal.  Why not?  Human nature.

Then, whatever the quality of the charter and bylaws, you've got to have a membership and leadership that are interested in reading, understanding, and following the charter and bylaws both in letter and spirit.  Again, given human nature, this ideal is rarely approached.  There's a point made above about the importance of requiring a membership approval (2/3 or even just majority) for an assessment.  But what happens if the board decides an assessment would likely not pass?  Maybe they'll just go ahead and institute a temporary dues increase -- not requiring membership approval -- to cover the expense.  Not only has the board violated the spirit of the rules, but likely also the letter.  Yet if there's not sufficient interest in the membership to threaten or file a lawsuit, the deed is done.  It's one thing for a member to vote against an assessment, yet another to muster the interest, energy and resources to go after leaders who are bent on achieveing their goal regardless.

I have absolutely no problem with proxies.  Proxy voting serves a legitimate purpose.  The difficulties described in some of the comments above have to do with the execution of the process, which, again, depends on the integrity of the leaders who've designed and who implement the proxy process.  I've personally been involved in what I would call a "proxy contest" at a club in which a group of members initiated a vote on a change in the bylaws that challenged the position of a substantial portion of the leadership group and won, barely.  Both sides used proxies, of course, but without the proxy process I don't believe the members group would have had a chance.  So, let's not forget that the proxy process should and can work both ways.