Guest J. Anthony Posted November 2, 2015 at 11:56 AM Report Share Posted November 2, 2015 at 11:56 AM My Not for Profit Board voted to remove a member. The board, including the member being removed, is a total of 12 people. Our Bylaws state this:Expulsion or suspension from the board will require the vote of a 3/4 majority of the full board of directors. A vote is taken and the votes come back as follows: receive 8 votes to remove the member, 2 votes to keep and 1 abstains. They did not let the member being voted out have a vote. Since the total number of Board members is 12, per the Bylaws, it requires 3/4 vote of the FULL board of directors. They are saying it passed because 8 out of 10 is more than 3/4. But our Bylaws state the Full board of directors, not just votes received. Did the vote pass? I say no. Am I wrong? Link to comment Share on other sites More sharing options...
jstackpo Posted November 2, 2015 at 12:39 PM Report Share Posted November 2, 2015 at 12:39 PM Setting aside the unfelicitous phrasing "3/4 majority" (the word "majority" doesn't belong there, see RONR p. 402)) and setting aside (for the moment) the gross error of not allowing the to-be-removed-member to vote (see next paragraph), it is clear to me that 8 votes in favor of removal does NOT reach the threshold of "3/4 of the full board" which is clearly 9 votes. So the member in question remains on the Board. Why a "gross error"? RONR in Chapter 20 describes a set of "default" disciplinary procedures, but your removal rule in your bylaws supercedes the default by supplying your own rules. So, unless your bylaws say somewhere else (not quoted in your question) that an accused member is denied the right to vote in those special circumstances, he/she does NOT loose the right to vote on the question of his removal. And since his/her illegally denied vote could make a difference in the outcome of the vote (he/she could have voted for his/her own removal, unlikely though that might be) the entire vote on the question is voided - see RONR, p. 416 - and the proper thing to do is vote all over again, this time allowing the removal-person to vote along with all the other board members. So the person remains on the Board, anyway, since the effort to remove him/her was fatally flawed, no matter how the arithmetic was done. Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 2, 2015 at 01:05 PM Report Share Posted November 2, 2015 at 01:05 PM Why a "gross error"? RONR in Chapter 20 describes a set of "default" disciplinary procedures, but your removal rule in your bylaws supercedes the default by supplying your own rules. So, unless your bylaws say somewhere else (not quoted in your question) that an accused member is denied the right to vote in those special circumstances, he/she does NOT loose the right to vote on the question of his removal. And since his/her illegally denied vote could make a difference in the outcome of the vote (he/she could have voted for his/her own removal, unlikely though that might be) the entire vote on the question is voided - see RONR, p. 416 - and the proper thing to do is vote all over again, this time allowing the removal-person to vote along with all the other board members. So the person remains on the Board, anyway, since the effort to remove him/her was fatally flawed, no matter how the arithmetic was done. Well, since the chair declared that the result of the vote was that the member was removed from the board, how is it that his voting in favor of his own removal would change this result? Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 2, 2015 at 02:11 PM Report Share Posted November 2, 2015 at 02:11 PM I do agree, however, that the vote should be declared to be null and void due to the fact that the member's illegally denied vote could have changed the outcome of the vote. The decision of the assembly was obviously based upon the assumption that a three-fourths vote (3/4 of the votes cast) was all that was required to adopt the motion to remove. Even based upon this apparently erroneous assumption, if the member had been allowed to vote, 11 votes would have been cast, requiring 9 votes for adoption. Link to comment Share on other sites More sharing options...
jstackpo Posted November 2, 2015 at 02:16 PM Report Share Posted November 2, 2015 at 02:16 PM Well, since the chair declared that the result of the vote was that the member was removed from the board, how is it that his voting in favor of his own removal would change this result? Sure, but it wasn't clear (to me anyway) who the "They" in the original post are. Perhaps it was the chair, but who knows. Link to comment Share on other sites More sharing options...
Guest J.Anthony Posted November 2, 2015 at 02:57 PM Report Share Posted November 2, 2015 at 02:57 PM Sure, but it wasn't clear (to me anyway) who the "They" in the original post are. Perhaps it was the chair, but who knows.The They is the Chair of the board. Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 2, 2015 at 03:18 PM Report Share Posted November 2, 2015 at 03:18 PM It doesn't really matter. Obviously no point of order was raised, or if one was no appeal was taken from the ruling of the chair, or if the ruling was appealed, it was sustained on appeal. In other words, it was, ultimately, the assembly that decided that a three-fourths vote (3/4 of the votes cast) was all that was required to adopt the motion to remove. Link to comment Share on other sites More sharing options...
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