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  1. Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director. The alternate director explicitly cannot vote. In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Registrar. It notes that the Registrar is selected by the Board, just like the VP/Sec/Treas, but the Registrar is not required to be a board director. If not a board member, then "If a member appointed, the Registrar shall have no rights of an elected director and shall be considered an "Advisor to the Board of Directors."" Removal of "Officers" is covered under the Disciplinary Article, but the question of the board is whether the current Registrar, who is NOT a current Director (she is the Alternate Director) can be removed by a vote of the Board, or whether the disciplinary procedures must be followed. The confusion arises because the section listing the Officers does not include the Registrar, yet the section listing the duties of Officers does. Clarifying this ambiguity is on my list of proposed amendments next June, but what is the proper procedure today? I am the Parliamentarian chosen by the board to attend meetings and offer advice. I am not a Director. I informed the President that I felt that removal of the Registar would require that he follow Disciplinary Procedures and not just a 2/3 vote of the board. Thank you for your input.
  2. This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon. I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights. The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members. My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board. Thank you in advance for your help!
  3. Greetings ... I am part of an organization that in our By-Laws has the following Articles: "Article II - Board of Directors and Duties .... 1. The Board of Directors (BOD) of this association shall be the President, Vice President, Commissioner, Secretary, Treasurer, Director of Marketing, and Assignment Officer. " ... so there are 7 positions on the board. "Article III - Board of Directors ... 1. General Powers and Duties ... c. The BOD may remove any of its BOD members for cause, by 2/3 majority vote of the BOD" My question is this ... If a board member resigns prior to a vote taken under Article III, and their seat on the BOD is unoccupied at the time of a vote, does 2/3 mean four out of 6 (.667) ? Or does the seat still count and the vote must be 5/7 (.714) in order to reach the 2/3 (.667 ) majority vote level? Also, does is matter if only five out of the seven board members are at the meeting when this takes place? Seems to me that the BOD is defined as seven positions, not 7 people, and that if a 2/3'rds vote is required to enact something, 4/7 (.571) votes is not enough to enact or meet the 2/3rds requirement? Even if the whole board is not in attendance at the meeting? The rest of my BOD does not agree with me, hence the question here. Thank You very much in advance for any thoughts or direction you may provide. Feel free to ask for clarification on anything if I haven't described the situation well enough. Thanks again.
  4. President Gone Rogue

    So our president has gone rogue. He claims to know that only the board as a whole has the authority to make decisions, but he's not living it and is seeking to dictate to the entire board "how things are going to be." Is there anything in Robert's Rules that speaks to the "limits" of a president's so-called power? As well, our bylaws do read that directors are elected for "a three-year term or until the director's successor is elected." I understand that to mean that the general membership has the ability/power to remove a director at a duly called meeting for any reason (or no reason). Is this correct? If that is correct (and if so, I surely hope it doesn't come to that, since it would cause division in the organization), what is the proper procedure for doing that at a meeting? Does one just stand up during a lull and say, "I move to remove Mr X. from the position of president"? Does notice need to be given? Should the president be made aware that this is coming?
  5. Section 10. REMOVAL. The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions. There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote). PERSON 1- YES PERSON 2 - YES PERSON 3, PREZ - YES PERSON 4 - NO PERSON 5 - NO PERSON 6 - YES PERSON 7 ("Tom" being removed) - NO Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well. What does everyone think?
  6. Our current bylaws call for a 2/3 vote of the entire board to remove the CEO, and it has been asked if we want to change to a simple majority or another level. I'm having a hard time finding what is typical. Can anyone tell me what most common practice is?
  7. I was wondering if there is some sort of template or basic way to remove an officer of the board whom is also president-elect? We have the two-thirds majority and this is a volunteer organization. Thanks
  8. With no language in the bi- laws for removal can the rest of the elected board of directors remove a director because of missing meetings ? (I go south for winter for three months) Can I have someone represent me at a meeting as if I was there ?
  9. Hello, I am hoping to find some help in this forum. We are a small board and are having president problems. We believe our president may be having some personal issues which has resulted in him attacking various members of the board verbally and demanding their resignations. We really don't want to vote him out but we can no longer operate under the chaos he is causing. The ones he is trying to get to resign have all declined but he is now threatening us with an attorney although he hasn't specified what his attorney has been retained to do. What are our options? As I said, we are just a small group and none of us are fluent in bylaws or legal talk. What we do know is that anything not covered in our bylaws is to be dealt with using Robert's Rules. The board members that are being threatened believe he is going to try and have them or perhaps even the entire board removed. Can that be done? Below are excerpts from our bylaws that might be pertinent. Our bylaws are pretty generic so these seem to be the only ones that might apply. Thank you for any advice you could give. General Powers. The business, property, and affairs of XXXXXX shall be managed by the Board of Directors. F. Relations. No member shall be nominated or elected to board member position if that person is married to another board member. If two current board members are to become married to each other during their terms, one shall resign.G. Resignation. Any Director may resign at any time by providing written notice to XXXXXX . The resignation will be effective on receipt of the notice or at a later time designated in the notice. A successor shall be selected by the remaining Directors of the Board. H. Removal. In the event it appears that an officer is engaging in conduct that is inappropriate or is failing to fulfill their obligations to office, or does not attend three consecutive Board and/or community action meetings, by majority vote of the Board of Directors, such officer may be removed from office. A majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board. Resignation, Removal and Vacancies. An officer may resign or be removed, or a vacancy filled at any time by applying the same provisions as outlined in Article IV, Sections F, G, and H for the Board of Directors. A. President. The President shall:i. Be the chief executive officer of XXXXXX and shall have authority over the general control and management of the business and affairs of XXXXXX ;ii. Guide and direct the Board and establish and maintain relationships with public officials;iii. With Board of Director approval, have the power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation;iv. Sign all corporate documents and agreements on behalf of XXXXXX , unless the President or the Board instructs that the signing be done with or by some other officer, agent, or employee;v. See that all actions taken by the Board are executed and shall perform all other duties incident to that office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of XXXXXX ;vi. Assure that XXXXXX business is conducted in accordance of the bylaws and IRS 501©(3) requirements;vii. Assure that all XXXXXX business is conducted in the best interest of XXXXXX .viii. Represent XXXXXX in community/public opportunities;ix. Organize opportunities in other communities and organizations.
  10. Remove of Officer/Rep

    Hello all, I need some help. There was a meeting of a region and in that meeting, the chair stepped down, putting the gavel in the hands of someone that is just a member and not going by the bylaws. The original chair then proceeded to make a motion to remove one of the reps. No reason given. Just that they don't hold themselves to the standards that the chair holds themselves to. There was a second and then the original chair went on to call to question. There was no discussion and the motion was deemed to pass. Keep in mind that each campus has two votes and not individuals votes, which is what happened. There was a motion to reconsider the motion and that was deemed to fail based on the same voting of individuals. Now keep in mind also, that this was not an agenda item and was brought forth during the announcements/Good of the order area. I was informed that the chair was suppose to give a 48 hr notice to the person that was being removed and that it was suppose to be an agenda item. If that is true, where can I find that information so that I can give this individual this evidence to help them. I want to help this person because of the injustice. Please help!
  11. What are the roles of the Audit Chair other than signing the finished audit. Can a President remove a person from the audit committee without the vote of the board?
  12. Removal & re-election?

    If a board director (lead position) is voted into that position and by virtue of his/her position as director then sits on a higher entity's board can the higher entity's board remove him/her from the elected board director position? If so, can the membership vote her back into as director?
  13. If we are trying to vote out an officer, does the officer being removed have a vote in the matter?
  14. At a recent board meeting, our club president removed from the board meeting and censured the club secretary after repeated points of orders. The club president called for a penalty and made a motion of a 30 day suspension of the secretary. The vote passed 4 to 2. Now the president is stating that because of the 30 day suspension, the current secretary is removed from the position as well as any other position currently held. the president is also instructing the secretary to deliver all records of the club to himself. The president feels that the current club secretary can be removed from the position because the 30 day suspension defines the secretary as a member "not in good standing"' According to our bylaws. it states that under Article 3 Directors and officers , Section 1 Board of Directors "all of whom shall be members in good standing for at least two (2) years proceeding their nomination and who reside in the United States". Can our club president proceed with these actions in a legal manner. Their are 7 members of our board of directors with three of the members of the board voting with the club president against the secretary as this has become a personal issue with these board members. Without the votes of the board of directors, how can we stop an action which we feel is unjust and not in the bylaws. Is their a legal authority to contact when a board is acting out of the realm of the current bylaws? AS a club member and officer of the club, are their any actions or steps to taken that can help? our club is incorporated in the state of New York. Is their any legal ramifications or concerns that should be addressed? Help is needed Should we contact a parliamentarian and how and/or where? .And would this even make a difference?
  15. It appears as though a committee member has been consulting with non board members and other members, not previously approved by board at the time the committee was assigned with the task of seeking resolution. Committee members were only approved to discuss topic of resolution with attorney as a committee. This particular member has not only contacted attorney on behalf of committee without informing other committee members, but also contacted non board affiliated members while claiming to act on behalf of the board. Further, this committee member has contacted only one party (in a two party member dispute) to inform them of the "claimed" actions of the board. Thus, the question is: Under Roberts Rules of Order, Does the president, who appoints committee members, have the authority to remove, replace or reassign a committee member?
  16. Hello, Recently I've been faced with an issue in my Student Association with regard to how to remove a member of a constitutionally supported standing committee (e.g. our Constitution required this committee to exist). I myself am the subject in question. After an in depth review of our bylaws, the only statute that exists with regard to removal states that the "appointing office" may remove the member at their discretion. My question is: I was recommended for this appointment by the Speaker of the Assembly, pending the approval of the Representative body. Would that then mean that the "appointing office" would be the Representative body? Also, if I understand RONR correctly, the proper way to remove someone previously appointed to a position would be to make a motion to "rescind" or "amend something previously adopted" toward that person's appointment? The reasoning behind this is that the current chair of the committee sent a memo to myself informing me of my immediate removal from the committee. He cited no precedent or statute in his memo and is basing this off of his sole feelings. I take my role on this committee very seriously and would like to remain on it. I'm trying to find a way to stop this from happening! I would appreciate any help you can offer, thank you!!!
  17. O.K. New to this forum. So I hope this works. Have a Booster board for local HS sports team. The bylaws require that a board member must have a student on the team to sit on the board. The President and VP kids either did not make the team or are academically ineligible. So they can not sit on the board. The President wishes to stay and has asked the Treasurer to make a motion to change the bylaws. The Secretary is against it since it would then render the bylaws pointless. There are only 4 positions, President, V.P., Secretary, Treasurer. Question 1. If the Treasurer does make this motion, do the President and VP have a vote since they are now not qualified to sit on the board? Bylaws do not give direction. Question 2. Is there a traditional order of succession as only two officers remain? Would the Secretary or Treasurer step in as "acting President" until another could be elected? No one can give me an answer as to whether the bylaws outline for this circumstance. Question 3. Does the Secretary/Treasurer get appointed to the Presidency then a new Secretary/Treasurer elected, or are the Secretary/Treasurer required to be nominated to the Presidents office and then officially elected in if they wish to accept that office? Thanx for any direction, apparently whoever put together the bylaws never planned on encountering a scenario like this. Hard to believe they've never had an issue with an officer not being able to fulfill his/her term before, regarless of cause.
  18. Removal of officers

    I have read your previous posts on removal of officers without a hearing and the key words were OR and Until, but what about, Said trustees so elected shall serve AS SUCH, until their successors are duly elected and qualified. Is that the same thing as OR?
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