LEGAL ANALYSIS

MAHC Bylaws and Articles of Incorporation do not provide for remote annual meetings but they also do not explicitly preclude them. Under Michigan’s Nonprofit Act, a corporation is permitted to hold a membership meeting via electronic/remote means where a person may attend via remote communication and vote via remote communication so long as the Bylaws of the Cooperative do not expressly preclude remote annual meetings and the Board of Directors implements the statutorily mandated policy safeguarding the voting process pursuant with the Michigan Nonprofit Act prior to the meeting being held via electronic/remote means.

Given our current circumstances and the Governor’s Executive Orders, holding this year’s annual meeting remotely could occur with a duly adopted resolution and adoption of a written policy for the remote meeting and election that gives the Board unquestionable authority to hold this annual meeting electronically. The unreliability of the USPS, especially in southeastern Michigan or areas seriously impacted by the current civil unrest, could result in lost notices and written consent ballots and/or returned ballots beyond the deadlines required by Michigan law This makes it impractical to utilize written consents not only because of infrastructure difficulties but because it will involve more contacts than necessary for those required to count the ballots. Plus, it does not give the members the ability to participate in a meeting where they may have very important questions about the MAHC Conference. Utilizing an electronic means give the Members the platform they need to participate and make inquiries.

It is our position that holding this annual meeting remotely as an executive decision by the Board along with adoption of the proposed written policy to maintain the integrity of the member’s voting rights is not only ideal, it is the most practical and effective means for MAHC to get along with its business and operations.

Some platforms that we investigated include Zoom for the actual meeting so attendees can be counted and registered, including an option to give a link for the annual member meeting packet through the in-meeting chat function; an election platform we investigated and enjoyed using for ease of use and the amount of information maintained and verified for voting, we chose  www.Electionbuddy.com. The use of proxies with this platform is also extremely user friendly and it provide INSTANT and VERIFIED results.  

Midwest Association of Housing Cooperative
Board of Directors Zoom Meeting

Saturday June 19, 2020
11:00 AM Central Time Zone – 12:00 Noon Eastern Time Zone

The meeting was called to order by Richard Berendson, President at 11:05 AM Central Time Zone &.12:05 P.M. Eastern Time Zone.

Roll Call :
Present: R. Berendson, B. Honeycutt, C. Phillips, C, Johnson, R. Pentiuk,
K. Mitchell, M. Reading, K. Harvey, L. Smith, , L. LaMarche.

Excuse Absent: M. Dau, V. Hall, M. Huston, N, Henderson and M. Kennedy.
Also Present: A. Dukes, Office Manager and B. Sanders, Marketing C
New Business:

Motion 1.
Electronic Meeting Policy Approved on June 20, 2020:
Motion by C. Phillips supported by K. Harvey to approve Midwest Association of Housing Cooperatives Special Rules of Order and Standing Rules (For electronic meeting using Zoom and other electronic meeting technology. Motion Passed.

Motion 2.
Date Line for Notices:
Motion by C. Phillips supported by M. Reading to approve the date line for notices be approved. Motion Passed.

Motion 3.
Notice of 2020 Annual Meeting:
Motion by C. Phillips supported by B. Honeycutt to approve the Annual Meeting 2020 Notice of Midwest Association of Housing Cooperatives. Motion Passed.

Motion 4.
Adjournment
Motion by C. Phillips supported by K. Mitchell to adjourn the meeting at 11:05 AM Central Time Zone &.12:05 P.M. Eastern Time Zone. Motion Passed.

CERTIFICATON
I Cynthia Phillips Secretary of Midwest Association of Housing Cooperatives do affirm the forgoing to be true, correct and represents the proceeding of am Board Meeting held electronic on Zoom, June 20, 2020 at 11:05 AM Central Time Zone &.12:05 P.M. Eastern Time Zone. By Midwest Association of Housing Cooperatives the Board of Directors.


___________________________ 6/20/2020
Cynthia Phillips, Secretary Date