Organize an AGM
Part 1: How an innocent closing line became an impasse
Anyone who thinks an AGM is just a matter of "organizing" is mistaken. What's normally a routine part of club life can—if mistrust arises—devolve into a legal-like debate about words, status, powers, and interpretations. In this series, we explain step by step how we ended up in this current impasse.
Step 1 – The board sends out rules
To ensure the AGM runs smoothly, the board has drawn up rules in advance and shared them with the members. These can be found here:
https://nvthc.org/?na=view&id=47
Step 2 – Response from the “Men's Candidate Team” (full)
We received the following response to the above publication. Because this response was decisive for the further course of action, we are including the text in its entirety:
Hello Patricius,
Referring to your email today with the subject line "AGM Rules" and on behalf of the "Men's Team Candidates," I would like to draw your attention to the following:;
-
In Newsletter 141, the board states in the final paragraph, "For us, the management process is now over. Therefore, we are happy to say: see you soon – inside or outside the club!" As such, the board no longer has any authority, even if it is a demissionary position, and we can conclude that there is a void.
-
The attached document Regulations Organization General Members Meeting (ALV) is completely new, is not included in the HH regulations of the NVTHC, has never been submitted to the members and therefore has no value whatsoever,
-
The original invitation to this meeting, which is a good proposal, states that we vote by show of hands. We propose making a concession and having members vote at the beginning of the meeting whether it will be by show of hands or by ballot. However, an election committee is necessary.
-
Proxy voting cannot proceed for organizational and fraudulent reasons. If no agreement is reached on this matter, Eric will withdraw his candidacy as chair of the day.
Yours sincerely
Dominic of Drunen
Why this (especially point 1) became a 'showstopper' for us
We start this episode deliberately with point 1, because that point affects everything that comes after it in one fell swoop.
In newsletter 141 the closing sentence stated:
“"For us, the management process is now complete. So we're happy to say: see you soon – inside or outside the club!"”
That's a very normal way of speaking. Everyone knows similar phrases: at a farewell dinner, at the end of a project, or at an airport just before departure. Such a sentence usually means: “we are approaching a conclusion” or “"we will transfer soon"” - not: “We are immediately putting everything down and will no longer exist.”
In fact, it is questionable whether a board can simply relinquish its responsibility without proper arrangements being made for its successor.
But more important than our intention is the effect of this interpretation:
if one uses this final sentence as proof that the board no status (more), then one can challenge any decision or action thereafter. Not only the organization of the AGM, but also the procedure, the outcome, and even the legitimacy of a newly elected board.
In other words, if this premise is accepted, it is a time bomb under any future administration. Because then one can always say later: “That AGM was not valid because the board that organised it was no longer there.”
And that's precisely why we couldn't simply carry on with an AGM as if nothing was wrong. First, the fundamental question must be clarified:
Are we still the board at this point – yes or no?
As long as doubt is cast on this matter or used as an argument, organizing an AGM is not a solution but a risk. Therefore, we have decided to cancel the AGM in its current form and first address this core issue.
Invitation to members: respond for or against
We want to move forward as an association. And yes, we also want to organize an AGM. But only on a foundation that cannot be disputed in advance.
Therefore we ask members to respond:
- Do you agree? with the proposition that the existing board (until the moment of legally valid succession) is still the board?
- Or do you disagree?, and why?
Your comments will help us clarify the basics so we can continue in the next episode. point 2 from the email (about the status and value of the AGM regulations).
To be continued: “Organize an Annual General Meeting – Part 2”. |
