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If a board member was called into an executive meeting to answer to a specific issue, the member prepared for this issue. The member was then presented with other issues they were not aware of. The issues are being brought to the full board for a vote due to "Questionable Candor". They will meet without the board member and then invite them in either for discussion or after a vote. This information has not been shared. Bylaws state: Any director may be removed from his office by affirmative vote of two-third of all directors at any regular or special meeting (in person or remote) called for that purpose. Members may be removed for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objects, for refusal to render reasonable assistance in carrying out its purposes, or whenever in the directors’ judgment the best interests of the corporation will be served thereby." If the bylaws also state: "The President shall preside at all meetings of the Board of Directors to which he/she is of attendance. The President shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to that office by the Board of Directors. The president will have no formal vote unless there is a tie." There are no policies or procedures outlined for any officer or the role of the officer in question. Only bylaws in place. The entire board is new aside from 2 members, 1 in question to be removed. Questions- Can the President cast a vote to increase an odd number to a 2/3 majority or only in a tie or do they have a vote in this matter? Does a tie apply in a 2/3 required vote? If a tie does not apply, the president does not vote? Does the member in question have the right to know the outcome of the vote in numbers to ensure it was a proper 2/3 and how would they properly ask for this information? Are they able to request to be present during the vote and/or discussion? Current board consists of 9 total directors and officers. 8 minus the member in question. If all are present and the president votes, would the vote need to be at least 6 affirmative to satisfy 2/3 for removal. There seems to be a few different rules of order being violated. The person would have likely stepped down anyhow due to the hostility of the new board but wanted to wait till ensured the new board had the organization's best interests at heart. Can a board remove an officer because they just don't like them? Thank you for any feedback and guidance.

How far can a board go with it's own special rules of order? By 49:15 boards may adopt its own special rules of order, but they are also bound by the society's parliamentary authority. (RONR) How much room does this leaves for boards to adopt their own special rules of order? For example: RONR forbids straw polls - can a board allow them? RONR forbids cumulative voting - can a board allow them? RONR fixes the 0rder of business - may the board adopt an other one? (Give another example here yourself) I am not saying these are good ideas, but how far can a board go?

Standing rules. I can find reference to them in RONR and can find the methods to adopt/amend them. But it's not clear who the governing body is that does the voting. Is it the Board or is it the Membership? For example, if the bylaws establish an election committee and it is desired to specify the election process it would behoove the organization to put the process in standing rules rather than in the bylaws. Does this standing rule have to be adopted by the membership or just the board? And, should it be desired to change the process, would the board alone be able to change the standing rule or would it require membership approval? Another example, the board would like to establish a reimbursement policy for members (board or general membership members) for those who incur expenses in support of organization business, say, pay $100 for attending a meeting requiring overnight stay. Again something that should be in a standing rule vice bylaws. Can the board establish the standing rule or does it require full membership approval? As I work this issue I find myself asking "Who owns the 'rule/policy'?" It seems like the body that owns it (i.e., is going to abide by it) should be able to establish/modify it. But, it seems like it if affects the organization then the membership should have a say. Standing rules/policy should be flexible, but full membership approval to adopt/modify it makes it as timely and cumbersome as bylaws changes. Thanks in advance for your feedback.

I have a quick question. I know that a By-law which creates a rule of order can be suspended, just like any other rule of order, however would the organization, when creating such a By-law (or series of By-laws) could not add a statement that "Any Rules of Order found in theses By-laws cannot be suspended." I do not see a reason why this would not be allowed, especially as the By-laws would supersede anything found in RONR (in this case the rule about suspending rules of order.) I am thinking that any such statement would be acceptable, but I thought that I would ask for feedback. Thanks for any feedback.