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Meetings

The meetings of an association should be conducted in compliance with the constitution and bylaws of the association.[i] Only votes taken in compliance with these rules can effect binding actions.[ii]

In order to exercise the rights and powers of an association and those of its members, the bylaws of an association should be complied with.[iii] Common parliamentary rules, in use by all deliberative assemblies in the U.S., may also be resorted to in the absence of any rules made by the association in regards to the carrying out of its meetings.[iv]

Absent a provision in the laws of an association prescribing the manner in which its meetings should be conducted, common parliamentary principles in use by all deliberative assemblies can be followed.[v]

Members  of an organization in good standing have access to all meetings of the organization.[vi] However, for members to be entitled to a mandamus to compel admission to meetings, they need to show show that on the date of the petition they were members in good standing.[vii]

Notice of a meeting should be given to members before the meeting.  Further, notice of a meeting of a voluntary association should include the time, place, and objective of the meeting.[viii]

Notice of meetings should be given to members even if the constitution and bylaws of the association do not expressly provide for this.[ix] Also, members of an association should be given notice of a special meeting, even though the constitution and bylaws are silent on the matter.[x] Where the law of an association contains no provision for notice and where a meeting regards important matters, notice should be given regarding  time, place, and objective of the meeting.[xi]

The members of a voluntary association may properly assume that if any action is contemplated which is of an extraordinary nature and of great importance to the association, they will be notified that the matter will be brought up at a meeting.[xii] Without such notice, members who are absent from the meeting are not bound by the action of those who attend.[xiii]

[i] State ex rel. Kelcor, Inc. v. Nooney Realty Trust, 966 S.W.2d 399 (Mo. Ct. App. 1998)

[ii] National Dev. Co. v. Trusteeship of Woodland Lakes, 643 F. Supp. 561 (E.D. Mo. 1986)

[iii] Ostrom v. Greene, 161 N.Y. 353 (N.Y. 1900)

[iv] Id

[v] Marvin v. Manash, 175 Ore. 311 (Or. 1944)

[vi] Taboada v. Sociedad Espanola de Beneficencia Mutua, 191 Cal. 187, 189 (Cal. 1923)

[vii] Id

[viii] Bacon v. Paradise, 318 Mass. 649 (Mass. 1945)

[ix] id

[x] Wilborn v. Elston, 209 Ark. 670 (Ark. 1946)

[xi] Bacon v. Paradise, 318 Mass. 649 (Mass. 1945)

[xii] ESTES v. TOMPKINS, 1962 OK 47 (Okla. 1962)

[xiii] Height v. Democratic Women’s Luncheon Club, 131 N.J. Eq. 450 (Ch. 1942)


Inside Meetings