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Joshua
Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience:  LL.B (Hons), Higher Prof. Dip. Law & Practice
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On 7/2/14 the chairman of our club put a notice on the board

Resolved Question:

On 7/2/14 the chairman of our club put a notice on the board saying that he was resigning from the committee from 11/2/14 which was the date of the next committee meeting, on the 8/2/14 he went round his friends in the club asking for their support if he sacked the steward and stewardess who at that moment were on holiday when he came in took his notice down and put one up saying he had changed his mind he then proceeded to chair the committee meeting which led to the steward and steward being dismissed which was the first day of their return to work, he knew that there would only be 8 on the committee that night and that it would be a split vote and he would then have the casting vote, is it legal what he did in changing his mind after putting it on the board for so long, I am one of the committee opposing the decision
Submitted: 3 years ago.
Category: Law
Expert:  Joshua replied 3 years ago.

Joshua :

Hello and thank you for your question. I will be very pleased to assist you. I'm a practicing lawyer in England with over 10 years experience.

Joshua :

may I ask what the structure of the club is please? Is it a formal limited company or trust arrangement or simply and association governed by a club constitution?

Customer:

It is a private members club run by a committee every member who joins pays a £1 share then £13 per year

Joshua :

Thanks. Is there provision for how the chairman is elected? e.g. is this annually? What is the quorum required for votes at committee?

Customer:

we have an AGM where the chairman and committee are elected for the coming year

Joshua :

Thanks. Do you know the number required to be present at committee for a quorum?

Customer:

the number for a quorum is 5

Joshua :

thank you. A club is governed by its constitution and there is little in the way of statues which interferes with club governance where there is a written constitution. the chairman is entitled to change his mind if he advised that he would be resigning on a certain date in the future unless his resignation was first accepted by the committee which based upon what you say, it was not because he changed his mind before it formally met.

Joshua :

Based upon what you say, a quorum was present and therefore the vote of the committee carries. If the club employs the steward and stewardess as employees, whether they can just be sacked is another matter and employment gestation may intervene whereby they may be able to claim unfair dismissal however this is only relevant if they are actually paid employees

Joshua :

the constitution will as you refer to provide a mechanism to call an extraordinary general meeting if there is support for reversing the decision of the previous committee. the constitution will normally prescribe the minimum number of members that must call an extraordinary general meeting for the request to be valid. constitution will also typically provide that the management committee can call an extraordinary general meeting of its own initiative based on a simple majority vote but you would need to check your own constitution to see if there is such a provision present

Joshua :

on the basis that there is a provision that allows the management committee to call an extraordinary general meeting of his own initiative, providing you have sufficient votes to fulfil the condition, if the secretary is not responding to your request for and EGM, you could consider preparing a resolution to be signed by a majority of the committee calling an extraordinary general meeting and setting the valid date for that meeting and notifying the secretary of the date the meeting will be held. Providing sufficient numbers attend for there to be a quorum, a new vote could be held on the stewards reinstatement if this is the will of the committee which could reverse the decision of the previous committee meeting

Joshua :

is there anything above I can clarify for you?

Customer:

there is a constitution for such a meeting which states that the EGM should be presented to the secretary who should then put it up on the board it took her 6 days to reply that it was in the wrong format, we then went for a SGM made sure it was in the right format and made sure she received it in person on the 26th March as of today she has not put it on the board our rules state that it should go on the notice board and be up for 14 days and a meeting before 21days, that is the meeting should be within 14 and 21 days from the date of the request.

Joshua :

Thanks. If the secretary is failing to act she is failng in her fiduciary duties towards the club and consideratino can be given to placing a copy of the notice on the board yourself and notifying the secretary of the observation of her failure in her fiduciary duty under the constitution in this respect as company secretary and that the above step has been taken to rectify her breach of duty.

Joshua :

You may wish to given consideration to adding a further provision to the consitution at a future meeting along the lines of The Management Committee shall have the discretion to call an EGM by decision of a simple majority of its members. This can give a majority of the management committee a straightforward way to call a meeting if it is desirous of a majority to do so.

Customer:

thank you for your help I forgot to mention that the stewards were given 4 weeks notice at the committee and that everything that has happened since has been a deliberate delaying tactic to make sure the notice period is over before any meeting can overturn the decision, they are paid for there positions.

Joshua :

I think the club will wish to be mindful as to whether there is any potential liability for the club in respect of unfair dismissal. Depending upon the nature of their employment contracts, they may not be able to simply be dismissed without due process from the point of view of Employment Law. Generally you can't just dismiss someone without carrying out a formal disciplinary procedure unless they are on a fixed contract or something of that nature though employment law is outside of my area of expertise beyond the basics. My colleague Ben Jones can provide assistance with this question if it is required.

Joshua :

Is there anything else I can help you with?

Customer:

they have been employed since the 26th of July 2013 and had a few days off in October which they had a stocktake done before and after and it showed up a discrepancy in the stock the steward then brought these facts to a meeting and the chairman would not hear anything bad about the person responsible since then he has hardly spoken to them, in our opinion they had started to turn the club around getting a lot of new members

Joshua :

There may be some potential exposure for the club in possible unfair dismissal claims by the stewards if the club has not followed a formal disciplincary procedure. This may only be relevant if the decision is not reversed of course but it may be something you may wish to raise at any future meeting.

Customer:

thank you

Joshua :

A pleasure. If I can assist any further as the situation develops please do not hesitate to revert to me

Joshua :

If you have no further questions for now I should be very grateful if you would kindly take a moment to rate my service to you today. Your feedback is important to me. If there is anything else I can help with please reply back to me though.

Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience: LL.B (Hons), Higher Prof. Dip. Law & Practice
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