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CS Professional · CSR and Social Governance · Model Code for Meetings of Non-Corporate Entities

A cooperative-style association has 100 members. Its bye-laws require 21 days' notice for a general meeting but allow a shorter notice if members holding at least 95% of the total voting strength consent. The secretary issues notice with only 7 days and obtains written consent from 92 members. How should the meeting be treated?

The meeting is not validly convened on short notice. The bye-laws allow shorter notice only if members with at least 95% of voting strength consent, meaning 95 of 100, and only 92 consented, so the full 21-day notice requirement continues to apply.

  1. AValid, because more than 90% of members consented
  2. BValid, because the chairman may shorten notice in an emergency
  3. CValid only for items that the 92 consenting members vote for
  4. DNot validly convened on short notice, since consent falls short of 95%Correct

Explanation

The bye-law permits short notice only with consent of members holding at least 95% of voting strength, which is 95 of 100 members here. Only 92 consented, so the condition is not met and the 21-day requirement stands. Consent of a large majority does not substitute for the stated threshold.

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