Q: How should this be handled properly? Bylaws were not followed perfectly but the "spirit" was. THANKS
For a NFP, private corporation, the annual shareowner's meeting with my first secretary position at it, or any other there, was this: At roll call, I accepted on good faith having trust for our treasurer that he did have the proxy for another shareowner's half-share when said. Having an unmemorized 20 page bylaws document, I thought that was all that was required as the prior secretary (VP, at meeting) had done similarly at the last annual meeting. Our bylaws, after inspecting due to being called on it the day after: “Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. [email ok]” Had I thought to check, I would have obtained an email right then [since validated]. The other half share is the president and his position hinges on that proxy and the [contentious] vote. So, toss or keep?
A:
This is question requires a direct legal opinion. This is outside of the scope of Justia's Q&A which is restricted to general legal questions. You will need to contact a business lawyer directly to get a legal opinion.
As a general rule, the Secretary must fully comply with the requirements listed in the incorporating documents and bylaws before certifying any shareholder action(s).
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