|October 7, 2011|
|NYS Law Allows Virtual Assembly; Delegates Protest|
|By Jack O'Dwyer|
Audra J. Heagney, of PRSA’s law firm Venable, said in a posting today on the Society’s website that conducting the Assembly by teleconference is allowable under New York State law.
The question had been posed by a delegate since chair Rosanna Fiske and treasurer Phil Tate have both said that the in-person Assembly may have to be eliminated in 2012 unless this year’s Assembly passes a $30 dues hike to $255.
Art Stevens, former president of PRS/New York, said that abandoning the in-person Assembly “cannot be allowed to happen regardless of what the Society’s financial situation is. To eliminate in-person Assembly meetings is tantamount to castrating the Society. It must have in-person Assembly meetings. They are part of our democratic process and an integral part of Society governance.”
He added that eliminating the meeting “would literally be the beginning of the end for the Society.”
Mark McClennan of Schwartz Communications, a nominee for national director-at-large, expressed his “extreme concern” about the threat to eliminate the in-person Assembly.
There are many other things that could be cut before that, he said.
McClennan said such a move would “overturn the way the Society has been governed for more than 40 years.” He favors the dues increase, saying that it’s the first in ten years.
Tate told one of the Society teleconferences that a virtual Assembly would be a way of “taking advantage of technology to reduce costs.” He noted that the national board is holding meetings by teleconference.
He also said that conducting a “virtual Assembly” may be a “necessary short-term sacrifice should our financial condition necessitate it.”
No Requirement to Hold “In-Person”
Heagney, in her posting today, said the Society is “not under any requirement to hold the (Assembly) meeting in person.”
Section 603(b) of the New York Not-for-Profit Corporation Law (N-PCL) requires an annual meeting for the election of officers but does not specify the “manner” of holding such a meeting, she says.
She noted that the bylaws of the Society adopted in 2009 say that meetings of the Society’s members are legal as long as “all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.”
New York common law, she also said, provides that “only the most abusive and obnoxious bylaws provisions could properly invoke a court’s intrusion into what is essentially a business matter.”
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