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Subject: Inactive members
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Ralph Futch


02/07/2008 1:11 PM  

Our club has some members who wil be out of the country for about a year, and would like to remain in the club.    The club is having a discussion on how to address this situation.  With the members not able to attend the meeting, the club may have a conflict with meeting a majority of active members to condut business. 

One thought is to define an inactive status for those individuals, stating a definite time they would be gone, suspending their contribution requirements, suspending the voting rights, and removing them from active participation during the period of absence.  At the end of the indentified period, they would have a requrement  to be actively involved before returning to  contributing member status.  If they do not return within the given period, are not active after the period, they would be considered as to have resigned. 

 

What are the possible issues with handing  absent members in this situation?

What are other possible ways to address this issue??

Thanks,

Ralph Futch


Gene Rooks
Gotha, FL (W. of Orlando)


02/07/2008 3:03 PM  
Ralph, I also don't believe you should suspend their voting rights in the club, as they do still have an ongoing interest, if they have not withdrawn their share.
 
You could get around a quorum question by accepting a standing proxy from them for another member to vote on their behalf.
 
Unless they are in combat, wherever they are they could still participate in stock suggestions, some stock studies, etc., by Email ahead of meetings, and there should be no reason they couldn't continue to contribute.
 
We had one member who needed to take an attendance furlough to care for a terminal mother, but she did the above for a year, at which time it was mutually decided she would not be able to return any time soon, and withdrew.
 
Even if they do choose to withdraw now, they should always be able to rejoin when they return, right?   Gene

Gene Rooks, Director
Space Coast Chapter
Accounting Instructor

StockCentral Host


02/07/2008 4:12 PM  
IRA SMILOVITZ
Leonia, NJ


02/07/2008 1:51 PM  
I think you are creating some legal landmines with your proposal. Under no circumstances should/can you revoke their voting rights. That would create two classes of partners, something which is not allowed in a general partnership.
 
Whether you suspend attendance/contribution requirements is a separate matter and one that your club is free to decide as it wishes. Remember, the club isn't being penalized financially by their lack of contributions. Yes, there is less money to invest each month, but those who do contribute will get a larger share of the profits as their ownership percentage increases.
 
On the other hand, I think it's entirely fair to the remaining members to place a time limit on how long you will let these members be "inactive" (where I mean inactive as not contributing to the research and decision making efforts of the club) before you ask them to withdraw from the club.
 
Ira Smilovitz 

Danny Matthews


02/07/2008 4:45 PM  

As far as voting, you can have no proxy voting. If you want to vote you must be in attendance. Put that in your operating procedures. That's the downside of an investment club, where you can't have a verbal agreement. Parties acknowledge that they cannot attend because of their circumstances, so why not ask for a time frame. if they chose not to return to the club at that time give them a reminder letter of the verbal agreement and ask them to return or submit a resignation.


Danny Matthews
Tuscola IL

Lynn Ostrem
Minneapolis, MN
garbagecop@earthlink.net

02/07/2008 11:50 PM  

Ralph,

Everyone's circumstances are different, and the nice thing about a democratic partnership is that majority rules.  If your remaining members are comfortable giving these people extended leaves, they so be it.  Just don't take away their right of ownership.

But I'm concerned about the length of absence and the fact that so many members are leaving that you could lose your quorum.

We love our friends and we all want to accommodate them, but in order to have a successful club, you need to put the best interest of the club above the needs of these individuals.  A year is a LONG time.  People change.  Their circumstances change, too.

In 14 years of clubbing, I've seen plenty of leaves in my clubs and in others, and of all those people, only one came back.  The odds are not in your favor. 

So do what is best for the club and you won't make the wrong decision.  That could mean keeping them.  But if the rest of us were voting, I think we veterans agree that you should have them withdraw, but leave the door open if they want to come back.  That lets your club operate unencumbered.

Good luck to you,

Lynn O.
Crow River Investment Club
www.bivio.com/crowriver


Lynn Ostrem, Minneapolis

Gene Rooks
Gotha, FL (W. of Orlando)


02/08/2008 6:58 AM  
Danny, I suppose it depends on your Partnership Agreement whether or not you can accept proxy votes, as there is no legal restriction on it that I am aware of.
 
Our PA & ByLaws, and our club practice, is to permit an absent member to give their proxy to a member who will be attending to vote as they see fit, or if it is known a particular item is coming up they can express how they want that vote to go ahead of time.  Our only restriction is to have no more than one proxy vote in the hands of an attending member.
 
We did grant one furloughed member a standing proxy, and she kept in touch with the club during that time, and even sent in stock suggestions for us to consider.
 
Gene Rooks, SWIM Club, Orlando

Gene Rooks, Director
Space Coast Chapter
Accounting Instructor
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