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I'm a first time poster and new Board member seeking advice. It seems the shareholders have had enough of the President & Vice-President who have managed to run our coop into financial and operations peril. In response, the shareholders have gathered roughly 60% of the shareholders to hold a special meeting to dissolve the current board and elect an entirely new one. Per the by-laws and NYS BCL the letter, w/original signatures was sent to the Secretary, who's also the Treasurer and VP. There are 7 members on the Board, including myself. Would the Board have to vote to have the special meeting or is this the decision of the Secretary? What if the vote fails - can the shareholders take the Board to court and "force" the meeting? Any thought, including personal experiences, would be appreciated.
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Read your ByLaws and follow the directions. We needed a certain number of Shareholder signatures. According to our bylaws, the meeting would have to be called for one specific reason. We drafted the petition to include exactly what we wanted to discuss. Had no trouble getting the needed signatures.
Stay businesslike, and away from personal opinions or slights.
EMail POWER: Collect the Emails of Shareholders, and start communicating. As a group (only takes a few) sending out businesslike Emails, to discuss problems -- will not only prompt the Board into action, the last thing your MangCompany and Board wants is -- is an Email trail of the problems.
It only takes a few to lead -- but you have to stay professional -- most Shareholders dont think of their Coop as a business, a financial investment.
Good luck, VP
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Though you haven't shared your by-laws, it's highly unlikely a vote would be required. The Board [or its chief exec] is simply obliged, on accepting the petition, to call the special meeting. HOWEVER...
1--expect the validity of signatures, & the viability of the petition, to be challenged. There are no time limits set for resolving such challenge.
2--similarly, there is [usually] no time limit set for how soon the Board president must call the special meeting.
3--though your by-laws almost certainly constrain the special meeting to the agenda set forth in your petition, such meetings are often hijacked by Boards & modified to suit officers' own interests.
4--if you already have 60% of SH support, consider "action without a meeting." Scan your by-laws & you may find you can bypass the special meeting & election process entirely. If the option is available, that's the route I'd take to avoid most of the headaches & delays mentioned above. You'll still find opposition, but you're in for a fight either way, & this route could give you control far quicker, w/much less collateral damage.
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