Dear Mr. Altimore:

Pursuant to conversation Wednesday afternoon covering matters on which the Bank attorney wishes information, I am arranging to have it assembled and sent to you ASAP.

As background to Earl Dodge's June 2003 rump minority "convention" from which he excluded attendees he deemed dissident and suspected to be unlikely to vote him another term, here are pertinent legal precedents showing that (a) both proper notice and (b) a quorum is necessary to have a valid meeting.

Brown v District of Columbia (1888) 127 U.S. 579, 32 L. Ed. 262; 8 S. Ct. 1314

State v Porter (1888) 113 Ind. 79, 14 N.E. 883 (quorum is essential, absent it, meeting is void)

In re Gunn (1893) 50 Kan. 155, 32 Pac. 948 (those claiming to be authorized to act as a designated group, must show evidence, and have a quorum)

Ellsworth Woolen Mfg. Co. v Faunce (1887) 79 Me. 440, 10 Atl. 250 (hold-over officials remain in office during succession issues, a quorum being necessary to replace them);

Dingwall v Common Council (1890) 82 Mich. 568, 46 N.W. 938 (no quorum, disgraceful to prevent one, only emergency)

People v Wright (1902) 30 Colo. 439, 71 Pac. 365 (holdover members can elect successors if they have a quorum)

State v Porter (1888) 113 Ind. 79, 14 N.E. 883 (quorum is essential or meeting is void);

Seiler v O'Maley (1921) 190 Ky. 190, 227 S.W. 141. (determining quorum includes all positions, including vacancies, when there is a definite membership; and says to count any ex-officio members)

State v Paterson (1871) 35 N.J.L. 190 (when a meeting without a quorum elects successors, that is invalid; the people supposedly replaced were not, their ouster was void);

People v Wright (1902) 30 Colo. 439, 71 Pac. 365 (holdover members can elect successors if they have a quorum);

State v Porter (1888) 113 Ind. 79, 14 N.E. 883. [114] (quorum is essential or meeting is void)

Enright v Heckscher (1917) 240 Fed. 863, 153 C.C.A. 549 (an "interested" director [meaning one with likely bias] cannot be counted in determining a quorum; this fact can void an alleged quorum)

Burton v Lithic Mfg. Co. (1914) 73 Ore. 605, 144 Pac. 1149 (count according to the organization bylaws, meaning there, count the vacancies in determining a quorum; again, do not count an "interested" person; reducing the numbers that way can indeed void the quorum / matter);

Federal Life Ins. Co. v Griffin (1912) 173 111. App. 5. ("interested" directors cannot be counted, there 10 of 23 were disqualifed, leaving only 13, when the quorum was 15, so there was no valid meeting)

State v Ellington (1895) 117 N.C. 159, 23 S.E. 250, 53 Am. S.R. 580, 30 L.R.A. 532 (must begin with a quorum, and meeting must continue to have a quorum; quorum is a majority; no quorum means there was no valid meeting);

Christoffel v United States (1949) 338 U.S. 84 [69 S Ct 1447];

United States v Bryan (1950) 339 U.S. 323; 70 S Ct 724; 94 L Ed 884 (examine the "substance," not just the "form")

Rails v Wyand (1914) 40 Okla. 323, 138 Pac. 158. (minutes must show proceedings to establish a session, absent such evidence, there is no session)

Commercial Nat'l Bank v Weinhard, 192 US 243, 24 S Ct 253, 48 L Ed 425; Smith v. Dorn, 96 Cal 73, 30 P 1892, Covert v. Rogers, 38 Mich 363 (1 Feb 1878), Zachary v Milin, 294 Mich 622; 293 NW 770 (1940); Doyle v Mizner, 42 Mich 332; 3 NW 968 (1879) (if some members were excluded, holding a meeting without allowing all members and delegates to attend and participate lacks legal validity. Individual Directors alone cannot act, the entire body must, on a matter so extraordinary as to exclude a member of the National Committee, and Executive Committee, from attendance.

Analysis: A quorum was not present of those members of the Prohibition National Committee who convened on June 11, 2003 and again on June 12, 2003. A quorum is essential throughout a meeting. Christoffel v United States (1949) 338 U.S. 84, 69 S Ct 1447, 93 L Ed 1826.

The concepts of parliamentary procedure have long been established, and attained judicial recognition, e.g., in United States v Ballin (1892), 144 U.S. 1, 12 S Ct 507, 36 L Ed 321. There is no basis for their disregard, as shown here.

In Haines v Readfield (1856) 41 Me 246, it was held that for a meeting of any organization to be legal, the full membership must be properly notified, with notices, citing details such as the date, etc. This was not done.

People ex rel. Carus v Matthiesson (1915), 193 Ill. App. 328, 109 N.E. 1056, shows that notice cannot be withheld, either negligently or purposely, from any member. Here, notice was withheld from a significant number, with their attendance unwanted by an "interested" party, the Chairman.

At the rump meeting, Dodge had me "elected" as Secretary. Thus he cannot contest my holding the office. Additionally, for actual validity, the real meeting of the majority, convened in September 2003 as the June meeting was so clearly invalid, did choose me as Secretary as well.


Leroy J. Pletten