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Director making changes to bylaws procedures without votes


Guest Karen

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This is in regard to a non-profit organization.  What course of direction can an organization's board of directors go if a director is making changes to bylaws that do not specifically follow procedures and rules according to it's own  bylaws and also making changes and decisions for purchases and procedures without consulting the entire board of directors or explaining the situation or concerns that are specifically detailed but generalize stating all concerns, purchases etc must be presented to board in our bylaws?  What are some direction of ways to correct this issue and also what type of moral, ethical, or legal issues does this present to other board members if they do not react to these concerns?

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Who keeps the "official" and approved bylaws in this organization? How can one director make such changes on his/her own?

 

Can this one director make these purchasing changes on his/her own?

 

It seems to me that in both situations, another individual/official might be cooperating in these. if so, that may be just as big an issue (maybe bigger).

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can a board member be removed for any reason if states as it is pretty vague in bylaws ?? or does he have to breach a duty under our bylaws to occur, which a director would be held to highest standards ?? 

 

It's up to your organization to interpret its own vague bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

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1) director made purchasing request on his own while getting a check from the treasurer for several items that where not brought up to board members formally in a meeting or thru electronic means where records are to be kept, which is required in our bylaws

2) the changes to bylaw where done in one quick parts of a meeting that was somehow gone thru quickly after several other lengthy issues where discussed, that are to take several meetings to implement per bylaws to add a board position,  They are to first: discuss, next meeting approve for vote, next meeting vote to amend bylaws, 3rd nominate for newly amended  board position, then lastly votes upon nominated candidates, .and all to take place in monthly board meetings.....

3) the director has all the hard copy bylaws and makes changes which are then added to our website for public view, which was done immediately following this meeting before any reaction to what just occurred.

4) lastly the biggest concern is some minor details and procedures such as  charges, fees, simple procedures are being changed and implemented that are to be discussed with the board of directors according to bylaws and have been voted upon in the past but he has changed them on his own,, he has gone directly to the personal  whom handle these items on how to address and handle them without their knowledge that these where not discussed and voted upon... example: equipment rental there was a voted upon $25 charge last year which is refunded upon return or equipment due to fact allot of equipment was never returned and was getting costly to organization to replace.. he has taken upon himself to state we will not collect these fees to the individual whom handles equipment and many more similar issues and also handling of concerns brought up he has taken upon himself to implement the changes or result that he sees fit. These situations have been explained and debated with him and he only continues with this behavior or reacting and implemented with how he sees fit.... a board member requested a meeting and the director refused saying not needed and moved forward with his agenda, even thought the bylaws states it a concern is brought up and a board member request a meeting then a meeting must take place ..

as an organization that is involved with children we want to make sure we do things correctly as to not interfere with the services that are provided to these children, but only see things getting worse where he has started verbally attacking board members whom do not agree with his opinion or agenda.... These are also always done outside the public eye where he is considered a very kind and caring individual,  so we are walking a fine line on how to properly proceed while doing the correct and morale thing..... any suggestions would be helpful.. thanks for your time

 

 

 

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any suggestions would be helpful..

 

My suggestion is to remove him from the board and consider removing him from membership in the society as well. Check your bylaws for information on the appropriate procedures for that.

 

You may also wish to consult a lawyer and see if you have any legal recourse.

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From your description, he seems to get away with this because someone (or several) let him. Why would the treasurer cut a check without proper procedures? Why do you, apparently, give him access to the web site? I suspect you can more easily start with removing him from holding the bylaws, updating the web site, issuing checks to him, etc. Then, work to remove him from the board.

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