Options to remove board of directors after missing 3 meetings

[Guest Amy Spear]

We are a small club up till 2 months ago we had 7 Directors, one resigned for illness reason. So we currently have 6, 4 are needed for a quorum, 3 of the 6 hate the President and are now not coming to meetings. They have missed 4 consecutive meetings and our by-laws give all the power to the board, our general membership really has no power.

 

A vast majority of our members are frustrated and we want to take action to remove the 3 board members so that we can move on and get back to work, we have an event that will be taking place in just over 6 months.

 

What are our options?

[Josh Martin]

We are a small club up till 2 months ago we had 7 Directors, one resigned for illness reason. So we currently have 6, 4 are needed for a quorum, 3 of the 6 hate the President and are now not coming to meetings. They have missed 4 consecutive meetings and our by-laws give all the power to the board, our general membership really has no power.

 

A vast majority of our members are frustrated and we want to take action to remove the 3 board members so that we can move on and get back to work, we have an event that will be taking place in just over 6 months.

 

What are our options?

 

You say that "our general membership really has no power." What power, if any, does the membership have? For instance, does the membership at least elect the board members? If so, see FAQ #20.

[Guest Amy Spear]

Yes the membership does get to vote, however our next elections are not till out April 2016 meeting. The 3 board members who are not showing up for meetings are holding the entire club hostage. 

 

Do we have any options to remove them?

 

[Hieu H. Huynh]

The options for removal depend on your bylaws, as noted in FAQ #20.

[Guest Amy Spear]

Our by-laws have nothing specific about this, however item X does give us Parliamentary Authority by using Robert's Rules of Order. I do believe we fit into FAQ #20 however I am looking for a specific definition in Robert's Rules to use for this purpose.

[g40]

Who elects the officers (specifically the President)? It sounds like the members elect the board (directors) and the board elects the officers. is that correct? Or do the members elect the Officers (specifically the President) and the officers are on the Board?

 

I do not understand the connection between a director resigning and the President being hated by 3 Board members?

 

Since you have a vacancy on the Board, how are vacancies filled (according to your bylaws? From what you say, my guess is that the Board fills vacancies until the next member election, BUT what exactly do your bylaws say?

[Guest Amy Spear]

Our directors are elected by the members, officers hold a one year term and are always up for election at the same time, our April Meeting. The 3 at large directors hold 3 year terms that never end on the same year.

 

Our by-laws state that the board needs to vote to appoint someone to take over the rest of the term of the resigning director. Unfortunately with her resignation the 3 directors who are not coming to meetings knows we do not have a quorum and therefore our hands are tied. They are doing this on purpose to try and have the club fail, why I cannot answer as they are not speaking to anyone. I have heard from a good friend that the secretary (one of our missing 3) stated to her that she  and the other 2 directors have missed meetings and plan to miss the next 2 and then resign. 

 

Therefore this is an orchastrated boycott and they are holding the club hostage.

[Josh Martin]

Our by-laws have nothing specific about this, however item X does give us Parliamentary Authority by using Robert's Rules of Order. I do believe we fit into FAQ #20 however I am looking for a specific definition in Robert's Rules to use for this purpose.

Our directors are elected by the members, officers hold a one year term and are always up for election at the same time, our April Meeting. The 3 at large directors hold 3 year terms that never end on the same year.

Of course you fit into FAQ #20, but there are two different processes discussed there, and which is applicable to your organization depends on the wording in your bylaws. What is the exact wording your bylaws use to describe the term of office?

[Guest Amy Spear]

Here is the exact wording in our by-laws about the elections:

 

Board of Directors. The Board of Directors shall comprise of the President,

Vice-President, Secretary, Treasurer, and three (3) other members, all of whom

shall be members in good standing, elected for one (1) year terms and the Directors

will be elected to one three year term and stagger the election of the Directors over

a three(3) year period. The Show Chair will be appointed by the Board of Directors

every year and be a non-voting member of the board.

[Josh Martin]

Here is the exact wording in our by-laws about the elections:

 

Board of Directors. The Board of Directors shall comprise of the President,

Vice-President, Secretary, Treasurer, and three (3) other members, all of whom

shall be members in good standing, elected for one (1) year terms and the Directors

will be elected to one three year term and stagger the election of the Directors over

a three(3) year period. The Show Chair will be appointed by the Board of Directors

every year and be a non-voting member of the board.

Thank you. Based upon the facts provided, it will be necessary for the society to use formal disciplinary procedures, including a trial, to remove the wayward board members. These procedures are fairly lengthy and complex, and it would be advisable to read Section 63 of RONR in its entirety before proceeding.

[Steven Britton]

Thank you. Based upon the facts provided, it will be necessary for the society to use formal disciplinary procedures, including a trial, to remove the wayward board members. These procedures are fairly lengthy and complex, and it would be advisable to read Section 63 of RONR in its entirety before proceeding.

Also, check your bylaws for its own rules and procedures on discipline.

[Guest Amy Spear]

Thank you all who answered I think I found a way to be able to replace my open board seat without doing anything to my absent 3. 

 

We have had an open board set for 2 months and our bylaws state that we need a quorum pf the current board member to vore on a member to fill the rest of the term from my resigning director. Since we have had no quorum for 2 regular meetings and 1 special meeting our President can call a special meeting so the members  can vote to fill the spot and give them back their representation. 

[Guest Nancy N.]

Thank you all who answered I think I found a way to be able to replace my open board seat without doing anything to my absent 3. 

 

We have had an open board set for 2 months and our bylaws state that we need a quorum pf the current board member to vore on a member to fill the rest of the term from my resigning director. Since we have had no quorum for 2 regular meetings and 1 special meeting our President can call a special meeting so the members  can vote to fill the spot and give them back their representation. 

 

Amy, as I pointed out on your other thread (please try not to do that), it wouldn't help to hold a special meeting to replace the director, unless the bylaws provide that you can fill the vacancy at a special meeting even if it doesn't have a quorum.

 

Also I commend to you Steve's advice (in post 11).

[Guest Nancy N.]

...I do not understand the connection between a director resigning and the President being hated by 3 Board members?....

 

Those three board members aren't attending meetings because the hated president is there.  And with the director's resignation, there aren't enough members left on the board to achieve a quorum without any of those three.

[Guest Amy Spear]

Amy, as I pointed out on your other thread (please try not to do that), it wouldn't help to hold a special meeting to replace the director, unless the bylaws provide that you can fill the vacancy at a special meeting even if it doesn't have a quorum.

 

Also I commend to you Steve's advice (in post 11).

 

Nancy the 3 directors that are now not showing up for meetings and therefore not allowing us to have a quorum to be able to vote for a replacement, had a member right up bogus charges to try and have our President suspended. The charges did not end up going anywhere and therefore they are pissed. We have information that they are doing this on purpose and their intention is to bring harm to the club. 

 

Because these 3 directors are boycotting meetings they are harming the membership we are not being represented and since the members vote to elect all the directors including the officers , I was told that it is possible to have a special meeting to just vote for a director so that we are represented fully as our by laws state.

[Josh Martin]

On 11/21/2015 at 10:38 AM, Amy Spear said:

Because these 3 directors are boycotting meetings they are harming the membership we are not being represented and since the members vote to elect all the directors including the officers , I was told that it is possible to have a special meeting to just vote for a director so that we are represented fully as our by laws state.

Well, I hope that whoever told you this is basing it on something in your bylaws, because nothing in RONR says any such thing. So far as RONR is concerned, a quorum is required to conduct business, period. The fact that quorum has not been met for several meetings or the reasons why a quorum cannot be obtained are irrelevant.

[Guest Amy Spear]

So we are basically not able to conduct business, this sucks!

 

[Guest Amy Spear]

Well, I hope that whoever told you this is basing it on something in your bylaws, because nothing in RONR says any such thing. So far as RONR is concerned, a quorum is required to conduct business, period. The fact that quorum has not been met for several meetings or the reasons why a quorum cannot be obtained are irrelevant.

 

Josh we have a quorum of members at every meeting, infact we have had over 50% of the membership present at the last 3 meetings, the issue is getting a quorum for the board. Is my only option bringing up charges and hold a hearing on the 3? 

 

Why can't the members hold a vote to fill the vacant spot? We have the authority to vote for directors every year, yes my by laws state that only the board has the right to fill a vacant director for the remainder of the term, but if they refuse to show up, what can we the members do?

[Dan Honemann]

Josh we have a quorum of members at every meeting, infact we have had over 50% of the membership present at the last 3 meetings, the issue is getting a quorum for the board. Is my only option bringing up charges and hold a hearing on the 3? 

 

Why can't the members hold a vote to fill the vacant spot? We have the authority to vote for directors every year, yes my by laws state that only the board has the right to fill a vacant director for the remainder of the term, but if they refuse to show up, what can we the members do?

 

Go ahead and do it.

 

You say that your bylaws provide (in relevant part) that:

 

"Any vacancies occurring on the Board of Directors during the year

shall be filled for the unexpired term of office by a majority vote of all members of the

Board of Directors at its regular meeting following the creation of such vacancy ..."

 

I think a reasonable argument can be made that your membership did not intend by this provision to fully divest itself of the authority to step in, under the circumstances you describe, and elect someone to fill the vacancy. So just go ahead and do it at the special meeting of your membership that has been (or is being) called for this purpose. A majority of your membership can decide, if necessary, whether or not it has retained the power to do what it is doing (read Sections 23 and 24 in RONR, 11th ed., rather carefully).    

[George Mervosh]

 

Go ahead and do it.

 

You say that your bylaws provide (in relevant part) that:

 

"Any vacancies occurring on the Board of Directors during the year

shall be filled for the unexpired term of office by a majority vote of all members of the

Board of Directors at its regular meeting following the creation of such vacancy ..."

 

I think a reasonable argument can be made that your membership did not intend by this provision to fully divest itself of the authority to step in, under the circumstances you describe, and elect someone to fill the vacancy. So just go ahead and do it at the special meeting of your membership that has been (or is being) called for this purpose. A majority of your membership can decide, if necessary, whether or not it has retained the power to do what it is doing (read Sections 23 and 24 in RONR, 11th ed., rather carefully).    

 

 

I'm not challenging your answer but I find it interesting and have a question.  So the circumstances help dictate whether or not power has been fully divested?  Would your answer differ if there was a different set of facts that caused the vacancy to remain, perhaps a scenario where no candidate to fill the vacancy to date could garner "a majority vote of all members of the Board of Directors"?

[Dan Honemann]

I'm not challenging your answer but I find it interesting and have a question.  So the circumstances help dictate whether or not power has been fully divested?  Would your answer differ if there was a different set of facts that caused the vacancy to remain, perhaps a scenario where no candidate to fill the vacancy to date could garner "a majority vote of all members of the Board of Directors"?

 

Yes, a change in facts will change the answer.

 

The question, essentially, is whether or not, when the assembly adopted the bylaw provision directing that vacancies occurring during the year shall be filled by the board, it intended to divest itself of authority to fill vacancies if members of the board deliberately prevent the board from performing its duties. I think a reasonable argument can be made that it did not.

 

Actually, the answer is rather clear that it did not intend to divest itself of all authority over the filling of vacancies if its regular meetings are held only once a year, but I gather this is not the case.

[Guest Amy Spear]

 

Go ahead and do it.

 

You say that your bylaws provide (in relevant part) that:

 

"Any vacancies occurring on the Board of Directors during the year

shall be filled for the unexpired term of office by a majority vote of all members of the

Board of Directors at its regular meeting following the creation of such vacancy ..."

 

I think a reasonable argument can be made that your membership did not intend by this provision to fully divest itself of the authority to step in, under the circumstances you describe, and elect someone to fill the vacancy. So just go ahead and do it at the special meeting of your membership that has been (or is being) called for this purpose. A majority of your membership can decide, if necessary, whether or not it has retained the power to do what it is doing (read Sections 23 and 24 in RONR, 11th ed., rather carefully).    

 

 

Thank you, yes clearly our founders never considered that we would have the strife we currently have and they did not envision that we would have 3 directors not showing up for meetings preventing us from doing any work and electing a 7th director.

[g40]

Amy, as I pointed out on your other thread (please try not to do that), it wouldn't help to hold a special meeting to replace the director, unless the bylaws provide that you can fill the vacancy at a special meeting even if it doesn't have a quorum.

 

Also I commend to you Steve's advice (in post 11).

As best I understand the situation, the problem with a quorum is for the Board and not for membership. The OP indicated the big problem was getting a quorum for the Board meeting only.

 

I would also make 100% sure (not just depend on what someone said) by reading the complete bylaws that a special meeting of members can fill this vacancy.

 

Assuming the organization can survive this "sabotage" by just a few Board members, I recommend adding a provision to your Bylaws stating that Board members that miss a certain number of meetings or so many consecutive meetings are (or may be) automatically removed from the Board.

[Guest MYC Board]

Piggybacking off of the original question regarding Board Members missing meetings, our bylaws state: "Any Board member who misses (3) Board meetings without justifiable cause will be dismissed."  We are currently in the process of updating the bylaws to define "justifiable cause" as work, death of a loved one and illness.  At any rate, a particular Board Member missed 3 meetings and the Board voted to dismiss this member at our last Board meeting.  

The attendance records reflect the following:

March - informed the Board 45 minutes prior to the meeting that he just returned from vacation and would be late, however, he never showed up

April - no call / no show

June - no call / no show

As a result, a certified letter was sent to the member stating that a motion for his immediate dismissal was made and that he could appeal the decision within 14 days, if he desired to do so.  The deadline for appeal was yesterday, June 20th, and we have not received confirmation from the USPS that this letter was successfully delivered.  I'm assuming that another Board Member gave him a heads up because he indicated to our Treasurer that he planned on appealing the decision.  

Our bylaws do not specify sending certified letters vs regular mailed letters, nor does it indicate that the member must receive it.  They state:  "Any member of the Board of Directors may be removed from the Board at any time by a two-thirds vote at a board or special meeting. Any nomination for formal dismissal must be accompanied by justifiable cause in writing for said dismissal. Vacancies on the Board shall be filled by having elections for that position at the next general meeting. If a vacancy still exists after this meeting, the Board has the option to fill the position at its next Board of Director’s meeting."

My question is:  if he technically hasn't received the letter, even though he indicated that he is aware of the situation, do we still have a right to dismiss him from his position effective immediately?

[Rev Ed]

On 11/20/2015 at 0:25 PM, g40 said:

I do not understand the connection between a director resigning and the President being hated by 3 Board members?\

Simple, there were 7 directors.  Now there are 6.  3 out of the 6 do not like the President.  Of course, if they came out to meetings and voted against anything the President wanted to do, then there would be a deadlocked Board.  So there is a benefit to attending.

Several organizations that I know of have a clause in the By-laws stating that missing 3 or more meetings in one calendar year without cause (i.e. illness or work obligations) is sufficient for the Board to declare the position vacant.  The Board, if it has the power to do so, could amend the By-laws - or ask the general membership - to amend the By-laws to allow for this.