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Voting a member off of a non profit Association


Guest Madelyn Blanton

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Guest Madelyn Blanton

Hello,

 

 I am a member of a small horse club.   I have a situation I am trying to figure out and was hoping you might have the answer that you would share with me.   

We have a BOD's of 7 and a set of bylaws.    The VP on the board made some negative remarks on a public forum about the "short sightedness of the BOD and how frustrating they are to work with ".      Our President asked him to voluntarily step down - which he declined to do.  He apologized and said he was wrong and it would not happen again.  
Our bylaw states - "Directors, including Officers, may be recalled by a two-thirds majority vote of the voting members registered at a General or Special Membership Meeting".     So as a Board , we decided to move on - not take it to the membership - and basically forgive the Vice President.
I have now been advised that the majority of the board got to re-thinking about the situation and that there .is going to be a special BOD meeting to re-visit the situation.     I still say because of our by-laws - we can't vote him off if he doesn't want to step down voluntarily.    So finally here is the question -   I was told that this article in Robert's Rules of order would over ride our bylaws  - 72. The Right of a Deliberative Assembly to Punish its Members. A deliberative assembly has the inherent right to make and enforce its own laws and punish an offender, the extreme penalty, however, being expulsion from its own body. When expelled, if the assembly is a permanent society, it has the right, for its own protection, to give public notice that the person has ceased to be a member of that society.

But it has no right to go beyond what is necessary for self-protection and publish the charges against the member. In a case where a member of a society was expelled, and an officer of the society published, by its order, a statement of the grave charges upon which he had been found guilty, the expelled member recovered damages from the officer in a suit for libel, the court holding that the truth of the charges did not affect the case.

While I on the other hand found this on the same website -   How can we get rid of officers we don't like before their term is up?

Answer:
It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer's] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR.

On the other hand, if the bylaws state a term for the office but add “or until [the officer's] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice. A successor may thereafter be elected for the remainder of the term.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (11th ed.), pp. 653-54.]

 
The bottom line of the article above seems pretty clear to me - that we must follow our bylaws.
Any simple answer that you would be willing to give me?
Thanks so much for your time,
Madelyn Blanton
 
 
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Since your bylaws do provide a procedure for removing officers and directors, you must follow the procedure set out in your bylaws.

 

I have a question, though.  You made this statement:  "72. The Right of a Deliberative Assembly to Punish its Members. A deliberative assembly has the inherent right to make and enforce its own laws and punish an offender, the extreme penalty, however, being expulsion from its own body. When expelled, if the assembly is a permanent society, it has the right, for its own protection, to give public notice that the person has ceased to be a member of that society."

 

Where did that statement come from?  There is no chapter 72 or section 72 in the11th edition of RONR.  There is a page 72, but it has nothing to do with disciplinary procedures.

 

If it is desired to expel  the member from membership, rather than to remove him from office, and if your bylaws contain no provision dealing with expulsion, then you would follow the provisions in chapter XX of RONR dealing with discipline.

 

Chapter XX of RONR (the chapter on discipline) does contain similar language, but what you are quoting does not seem to come directly from the 11th edition of RONR and certainly not from a chapter, section or page 72.

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How about this.

Yeah, I figured that's probably where it came from.  Perhaps our guest is not aware that the version of Robert's Rules of Order on that website is 100 years old this year.   Thanks.

 

She should also be advised that the provisions on discipline were extensively revised in the current 11th edition.  If she is concerned about disciplinary matters, she should not rely on anything other than the current 11th edition of RONR.  http://www.robertsrules.com/book.html

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 Quoted from their bylaws that they state" may be recalled by a two-thirds majority vote" Is it a two-thirds vote or a majority vote?

is there a standard guide to writing bylaws poorly that people utilize? My main organizations bylaws have instances of this usage in them as well... I go back to what I was saying earlier...hire a PRP. and revamp your bylaws....but I digress


 

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 Quoted from their bylaws that they state" may be recalled by a two-thirds majority vote" Is it a two-thirds vote or a majority vote?

is there a standard guide to writing bylaws poorly that people utilize?

I've become so accustomed to seeing that language that I generally ignore it....except when I'm in one of Mr. Mt.'s moods.  :o   If I respond, though, I'm careful to say simply "a two thirds vote".... without the word "majority".   I ruffle enough feathers by going ballistic whenever posters refer to their "executive" doing such and such.

 

I think in every instance where I've followed up, the writer did indeed mean a two-thirds vote.  It's sort of like people moving to "table" something until the next meeting.  We know there's no such thing, but we also know what they mean.  Folks just don't know any better.  I guess it's our job to try to educate them, one poster at a time.  :)   (Note:  Yes, sometimes it does seem that they are using the "Dummies Guide for writing poorly drafted bylaws". )

is there a standard guide to writing bylaws poorly that people utilize? My main organizations bylaws have instances of this usage in them as well... I go back to what I was saying earlier...hire a PRP. and revamp your bylaws....but I digress

You've found a bucket load of cash I'm not aware of that you can use to hire one with?   :)

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   I was told that this article in Robert's Rules of order would over ride our bylaws  - 72. The Right of a Deliberative Assembly to Punish its Members. A deliberative assembly has the inherent right to make and enforce its own laws and punish an offender, the extreme penalty, however, being expulsion from its own body. When expelled, if the assembly is a permanent society, it has the right, for its own protection, to give public notice that the person has ceased to be a member of that society.

 

 

You can pretty much take it to the bank that neither this article - even it were found verbatim in the current (11th) edition of RONR - or any other article that actually is in the current edition of  RONR, will over ride your bylaws.

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Guest Madelyn Blanton

Actually - I found it on this website under Article VIII  - section 72.    I thank everyone for there responses and advice.    I think the bottom line - no matter how poorly the bylaws may be written - is that we must follow them.

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Actually - I found it on this website ...

 

Only the website found at www.robertsrules.com is the "Official Robert's Rules of Order Web Site" that is maintained by the Robert's Rules Association and the one that this forum is linked to. I think that the website being referred to is www.robertsrules.org which is a completely different website from www.robertsrules.com. The other website is maintained by a different, unrelated group. Note that the version of Robert's Rules posted on that site is the 4th edition published in 1915 and available in the public domain. The current, official version is the 11th edition published in 2011.

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Hieu, thanks for clarifying the info about that other website and the fact that the version of Robert's Rules to be found there is the 1915 4th edition.  We frequently have to point that out to posters who have found that site and seem to think that it is the last word, so to speak.  It's actually a very outdated word.    I've been to it many times to see if that was where someone was getting a quote from, but did not realize that the domain names are so similar.  Deceptively similar, unfortunately.  That possibly explains why guest Madelyn kept saying that she got the information from this web site (The official Robert's Rules website).  She probably had the two websites confused.

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Guest Mini Horse Club Member

The  bylaw quoted by Mrs. Blanton was written to address a recall of an elected director by the membership.

 

“Section 805. Recall
Directors, including Officers, may be recalled by a two-thirds majority vote of the voting members registered at a General or Special Membership Meeting.”

 

The issue at hand is disciplinary action taken on an elected director, in this cast the Vice President, by the whole Board of Directors.

Mrs. Blanton had not fully explained the extent this person in question has gone to break away from our association and attempted to form a rival association in the same geographical area.

Also indicating he will take "his friends" with him into this new club. He discussed these thoughts and plans on an open public forum. This BoD did not want to bring this issue to the general membership and air the dirty laundry so to speak. Our President did request the VP resign and he did refuse.

The bottom line is does the BoD have the authority to take disciplinary action against another Board member that has taken action to harm the association, is not a membership "recall".

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“Section 805. Recall

Directors, including Officers, may be recalled by a two-thirds majority vote of the voting members registered at a General or Special Membership Meeting.”

 

The bottom line is does the BoD have the authority to take disciplinary action against another Board member that has taken action to harm the association, is not a membership "recall".

Based on the quoted bylaws provision, the board of directors does not have the power to remove a director from office.  Only the general membership has the power to  that.  Whether the board has the power to impose other discipline would depend on your bylaws.  The board would not have the power to impose any discipline unless the bylaws give it that power.

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What is it that the BoD is trying to achieve? Are you trying to protect the club from a split? The actions of the BoD pushing this matter may help to make the split a reality. Accept his apology and move on.  Based on what you have written here I would strongly agree with Mr Brown and other's interpretation of your bylaws. Your bylaws trump RONR on matters of discipline(and other matters). It is clear that the general membership would have to register at a General or Special membership meeting to be able to vote, but you are likely going to have to provide ample notice(possibly spelled out in your bylaws) to all the members.  If its a Special meeting you are going to need to state in the call of the meeting the purpose for the meeting and you will only be able to handle those matters of business germane to the purpose listed in the call. RONR (11th ed.), p.91. 

Barring some other provision in your bylaws that has not been shared here, you will have to involve the entire membership of your club.  To me, THAT will be much more damaging than the Vice Presidents statements. You are going to possibly kick in the Streisand effect(google it). where you bring much more attention to the matter than it would have otherwise had. Sometimes people speak in anger and/or haste and that is unfortunate but he has apologized.  If you kick him out of the group, isnt it much more likely that he would then go off and create his competing group?

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What is it that the BoD is trying to achieve? Are you trying to protect the club from a split? The actions of the BoD pushing this matter may help to make the split a reality. Accept his apology and move on.  Based on what you have written here I would strongly agree with Mr Brown and other's interpretation of your bylaws. Your bylaws trump RONR on matters of discipline(and other matters). It is clear that the general membership would have to register at a General or Special membership meeting to be able to vote, but you are likely going to have to provide ample notice(possibly spelled out in your bylaws) to all the members.  If its a Special meeting you are going to need to state in the call of the meeting the purpose for the meeting and you will only be able to handle those matters of business germane to the purpose listed in the call. RONR (11th ed.), p.91. 

Barring some other provision in your bylaws that has not been shared here, you will have to involve the entire membership of your club.  To me, THAT will be much more damaging than the Vice Presidents statements. You are going to possibly kick in the Streisand effect(google it). where you bring much more attention to the matter than it would have otherwise had. Sometimes people speak in anger and/or haste and that is unfortunate but he has apologized.  If you kick him out of the group, isnt it much more likely that he would then go off and create his competing group?

 

I suggest you limit your advice to matters pertaining to proper parliamentary procedure under the rules in RONR.

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But it has no right to go beyond what is necessary for self-protection and publish the charges against the member. In a case where a member of a society was expelled, and an officer of the society published, by its order, a statement of the grave charges upon which he had been found guilty, the expelled member recovered damages from the officer in a suit for libel, the court holding that the truth of the charges did not affect the case.

 

I'm not a lawyer, but I'd always heard that the truth is a defense against a charge of libel.  Regardless, what one court decided in one case probably doesn't belong in the rules to begin with, and in fact that language is no longer included in RONR.  

 

The current version has a much clearer discussion on the matter, and says in part:

If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society’s judgment of his fitness for membership or office.
 

 

 

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