Legal References

Special Meetings

Any fifty voting members of the Corporation, under special and unusual circumstances requiring prompt action, may request a special meeting of the membership provided notice of such meeting shall be mailed to each member at least ten days prior to the date thereof.

Both petitions independently exceeded the 50-member threshold. Notice was emailed on April 13 — 10 days before the April 23 meeting.

Electronic Notice

Permits notice of membership meetings to be delivered by electronic means, including email. The April 13 email to 3,700+ members satisfies this requirement.

Quorum

100 voting members constitute a quorum for the transaction of business at a special meeting. This is approximately 3% of the total eligible membership.

Director Removal in Notice

Requires that proposals for director removal be included in the meeting notice. The Second Petition and the email notice name each director individually — a legal requirement, not an accusation.

Board Authority Over CEO

The Board holds authority over the CEO’s employment. A clear membership expression of lost confidence triggers the Board’s fiduciary duty to act on it.

Member-Called Meetings

If within 20 days after the request is made to the president, vice president, or secretary, the officer does not give notice of the meeting, the members making the demand may give the notice.

The First Petition was delivered March 31. The Board did not issue notice of a compliant special meeting within 20 days. The petitioners’ right to call the meeting was triggered.

Waiver by Attendance

Attendance at a meeting without objection to notice waives any notice deficiency. If Board members attend the April 23 meeting, they waive any challenge to how notice was given.

Judicial Validation

If the Board challenges the meeting, the court may validate any action taken where notice was fair and reasonable under the circumstances. Email notice to 3,700+ members qualifies.

Director Removal by Members

Directors may be removed by majority vote of members. This is the statutory authority for Resolution 5 (Director-by-Director Removal Vote).

Due Process in Disciplinary Actions

Prior to reaching any conclusion that Disciplinary Action is warranted, the Executive must afford the accused member an opportunity to provide mitigating or exculpatory evidence.

The suspended candidates have stated they received no prior notice of any investigation. The suspension letters were the first communication.

Certified Election Results

The publicly accessible certified election results showing all candidates and vote counts.

PSIA-W Election FAQ

The organization’s official FAQ stating candidates were “disqualified” because they “no longer maintained ‘member in good standing’ status due to disciplinary findings.”