HELP! Out of control "EVIL" Board!

[brycom52]

I know this happens alot, especially in non-profits and "hobby" boards, but our board was taken over by what can only be described as "evil" people.

This is a non-profit community theater group incorporated in Michigan, and in existence since 1953.

Beginning last year, (FY'09) and moving into FY 10, the president and the board of this group have flagrantly disregarded existing bylaws and Robert's Rules.

At least two officers and several other committee chairs decided they would just begin appointing members to the board, in contravention of the existing bylaw which required them to be elected by the General Membership. Also violated was the proviso that anyone appointed to the board by the president to fill a vacancy must be voted on by the entire board. The president has added board members without consultation or ratification.

Our organization also has a "Lifetime Membership" which is awarded by a vote of the board, and requires signifigant service to the organization over a 20 year period.

Last September, the Director of our Youth Theatre (one of those Lifetime Members) indicated her desire to separate from the group at the end of the fiscal year, (season). She asked that a committee be formed to explore how the Youth Theatre could be "spun off" from the parent, and that it might retain its name, and the $ 5,000 + money market fund that had been set aside from surplusses generated by their shows.

In October, an "Emergency Board Meeting" was called, about one week before the regularly scheduled meeting. It was only a rumor to me, as a board member, because I was not notified. A partial notification was given by phone to the Youth Theatre director, on the day before the meeting. It was left as a message on her phone, because she was out of town at the time. The Treasurer also received a partial notice by phone, the president saying he could not recall the other item of business to be discussed because he was having a "senior moment." (he is 31)

At that meeting, from eyewitness testimony, my membership was terminated along with that of the Youth Theater director. Also, at that meeting, the Youth Theater was dissolved. We were subsequently notified by registered letter which said in part, "your membership is hereby immediately, perpetually and pemanantly revoked."

We were not granted due process, or even the opportunity to confront those voting us out. They did not follow the provisons in Robert's Rules at any time.

Also, in dissolving the Youth Theater, the bylaws were violated, because the group was formed by a vote of the entire membership.

Because we had no immediate recourse, we took the only path left open to us and formed a new non-profit entity and have since put on two successful shows. These people underestimated their adversary.

However, that still leaves this group in the hands of a group of people who have no regard for rules, traditions or even the feelings of people who have dedicated a lifetime to this group.

In addition, we have had some problems securing counsel to fight these illegal actions.

Meanwhile, the outgoing treasurer, (a friend) was informed by the incoming treasurer that the group would be appointing their committee chairs (non-officer board members) instead of electing them from now on. When asked how this could be, the new treasurer said, "We will use the new bylaws." "What new bylaws?" "Oh, we just wrote them!"

Current bylaws call for two readings before the membership, one can be by mail, and a vote at the Annual Meeting, with approved changes going into effect the following season. Now, they are just making it up as they go along!

Any suggestions?

[J. J.]

In October, an "Emergency Board Meeting" was called, about one week before the regularly scheduled meeting. It was only a rumor to me, as a board member, because I was not notified. A partial notification was given by phone to the Youth Theatre director, on the day before the meeting. It was left as a message on her phone, because she was out of town at the time. The Treasurer also received a partial notice by phone, the president saying he could not recall the other item of business to be discussed because he was having a "senior moment." (he is 31)

At that meeting, from eyewitness testimony, my membership was terminated along with that of the Youth Theater director. Also, at that meeting, the Youth Theater was dissolved. We were subsequently notified by registered letter which said in part, "your membership is hereby immediately, perpetually and pemanantly revoked."

We were not granted due process, or even the opportunity to confront those voting us out. They did not follow the provisons in Robert's Rules at any time.

There many be problems with notice and with the disciplinary action taken.

Because we had no immediate recourse, we took the only path left open to us and formed a new non-profit entity and have since put on two successful shows. These people underestimated their adversary.

Yes you did. At that point, you could have had friends in the group raise a point of order. You could have raised ones yourselves.

In addition, we have had some problems securing counsel to fight these illegal actions.

Why?

[brycom52]

There many be problems with notice and with the disciplinary action taken.

Yes you did. At that point, you could have had friends in the group raise a point of order. You could have raised ones yourselves.

Why?

[brycom52]

Why? Money. we are trying to get this case handled pro bono. It may be a 3L law student.

as for the points of order, very few of the people at the emergency meeting, including past presidents knew enough about Robert's Rules to raise one, and, as i said, i was not there, by design.

we could have ignored the letters and attended the next meeting and forced the issue, but they would have called the police and had us removed. we are not trouble makers, we just want this group, that we have spent a total of 50 combinrd years, to follow their rules and stop making them up on the spot.

[J. J.]

Why? Money. we are trying to get this case handled pro bono. It may be a 3L law student.

as for the points of order, very few of the people at the emergency meeting, including past presidents knew enough about Robert's Rules to raise one, and, as i said, i was not there, by design.

Then I suggest that you abandon this completely. If you are not willing to fight for it fully, you cannot win.

I will be blunt. I have virtually no sympathy for someone who wants something accomplished and is unwilling to do what it takes to accomplish it.

we could have ignored the letters and attended the next meeting and forced the issue, but they would have called the police and had us removed. we are not trouble makers, we just want this group, that we have spent a total of 50 combinrd years, to follow their rules and stop making them up on the spot.

You could have adjourned the meeting to a place of your choosing, if you had the majority to support the action. If you did not, then you cannot win.

[Josh Martin]

At least two officers and several other committee chairs decided they would just begin appointing members to the board, in contravention of the existing bylaw which required them to be elected by the General Membership. Also violated was the proviso that anyone appointed to the board by the president to fill a vacancy must be voted on by the entire board. The president has added board members without consultation or ratification. ... Meanwhile, the outgoing treasurer, (a friend) was informed by the incoming treasurer that the group would be appointing their committee chairs (non-officer board members) instead of electing them from now on.

All such appointments are null and void, and a Point of Order may be raised so long as these illegitimate board members are in office. (RONR, 10th ed., pg. 254, line 28 - pg. 255, line 2; pg. 244, lines 4-11, 25-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, the officers and committee chairs responsible may be disciplined for violating the Bylaws. (FAQ #20)

In October, an "Emergency Board Meeting" was called, about one week before the regularly scheduled meeting. It was only a rumor to me, as a board member, because I was not notified. A partial notification was given by phone to the Youth Theatre director, on the day before the meeting. It was left as a message on her phone, because she was out of town at the time. The Treasurer also received a partial notice by phone, the president saying he could not recall the other item of business to be discussed because he was having a "senior moment."

Special meetings cannot be called at all except as provided in your Bylaws. They must be called as provided in your Bylaws - right people calling the meeting, adequate notice, etc. (RONR, 10th ed., pg. 89, line 25 - pg. 90, line 9) All members of an assembly must be notified of a special meeting. (RONR, 10th ed., pg. 89, lines 25-27) Phone calls are not an acceptable method of notice unless provided for in the Bylaws - mail is the standard in RONR. (RONR, 10th ed., pg. 89, lines 15-17) Only business included in the call (which must be sent to all members) can be conducted at the meeting. (RONR, 10th ed., pg. 90, lines 16-19) All business transacted at the improper meeting is null and void, and a Point of Order may be raised at any meeting. (RONR, 10th ed., pg. 255, lines 13-15, 22-28; pg. 244, lines 4-8, 21-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, the member(s) responsible for failing to provide proper notice may be disciplined if deemed appropriate. (FAQ #20)

At that meeting, from eyewitness testimony, my membership was terminated along with that of the Youth Theater director. ... We were subsequently notified by registered letter which said in part, "your membership is hereby immediately, perpetually and pemanantly revoked." We were not granted due process, or even the opportunity to confront those voting us out. They did not follow the provisons in Robert's Rules at any time.

The board does not have the authority to discipline members, particularly without due process, unless such authority provided for in the Bylaws. Under RONR, the authority to discipline members of the society rests with the general membership and the process to do so is quite lengthy. (RONR, 10th ed., pg. 465, lines 26-30; Ch. XX) If the Bylaws do not provide the board this authority the expulsions are null and void and a Point of Order may be raised at any meeting. (RONR, 10th ed., pg. 254, line 28 - pg. 255, line 2; pg. 255, lines 22-28, pg. 244, lines 4-11, 21-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, members of the board may be disciplined for exceeding their authority. (FAQ #20)

Also, at that meeting, the Youth Theater was dissolved. ... Also, in dissolving the Youth Theater, the bylaws were violated, because the group was formed by a vote of the entire membership.

The board may not countermand an action of the general membership unless the Bylaws provide otherwise. (Official Interpretation 2006-12; RONR, 10th ed., pg. 466, lines 7-14; pg. 465, lines 26-30) If the Bylaws do not give the board this authority, the decision is null and void and a Point of Order may be raised at any meeting. (RONR, 10th ed., pg. 254, line 28 - pg. 255, line 2; pg. 244, lines 4-11, 25-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, members of the board may be disciplined for exceeding their authority. (FAQ #20)

Because we had no immediate recourse, we took the only path left open to us and formed a new non-profit entity and have since put on two successful shows.

You did have immediate recourse and still have other paths open to you. Pretty much all of the violations you've described are so egregious that they create continuing breaches, allowing a Point of Order to be raised at a later meeting. (RONR, 10th ed., pg. 254, line 28 - pg. 255, line 15; pg. 255, lines 22-28; pg. 244, lines 4-11, 21-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, members of the board may be disciplined for exceeding their authority and violating the Bylaws. (FAQ #20)

However, that still leaves this group in the hands of a group of people who have no regard for rules, traditions or even the feelings of people who have dedicated a lifetime to this group.

If you would like to take it out of their hands, see FAQ #20.

In addition, we have had some problems securing counsel to fight these illegal actions.

Lawyers, as you've discovered, are expensive. Don't bother with them until you've exhausted your parliamentary options. Since it sounds like at least a majority of the board is on the same side, you'll likely need to use such strategies at a meeting of the general membership.

When asked how this could be, the new treasurer said, "We will use the new bylaws." "What new bylaws?" "Oh, we just wrote them!"

Current bylaws call for two readings before the membership, one can be by mail, and a vote at the Annual Meeting, with approved changes going into effect the following season. Now, they are just making it up as they go along!

Such amendments are null and void and a Point of Order may be raised at any time. (RONR, 10th ed., pg. 465, lines 26-30; pg. 254, line 28 - pg. 255, line 15; pg. 244, lines 4-11, lines 21-26) The chair will rule on the Point of Order, and his ruling may be appealed. (RONR, 10th ed., pg. 247, lines 19-25) A majority vote can overturn the chair's ruling. (RONR, 10th ed., pg. 250, lines 9-13) Additionally, members of the board may be disciplined for exceeding their authority. (FAQ #20)

Any suggestions?

You have a mess on your hands and cleaning it up won't be easy, but it can be done with the support of the membership. If you don't have the support of the membership you can get a lawyer or give up. Anything you can do will take at least a majority vote. If you can get enough people for a 2/3 vote, that's even better.

Step One. You won't get anything done without support (you need at least a majority to pull off most things, and 2/3 to do the really fun stuff). And at least some of your supporters will need to know what they're doing. Educate your fellow members. Hold study sessions. Buy copies of RONR and RONR In Brief if necessary (much cheaper than a lawyer). Pay particular attention to the cited pages and chapters and the following pages of RONR In Brief: pgs. 85-87, 90-94, 122-123, 129, 131) Have somebody with a little more knowledge go more in depth. They should read pgs. 11-109, 122-123, 129, 131, 136-141 of RONR In Brief and pgs. 432-440 of RONR, as well as the pages I've cited earlier.

Step Two. When you have sufficient support, give the board and the officers one last chance to go quietly into that good night. Don't be overtly threatening - just say that the membership is prepared to enforce the organization's rules and that officers who do not respect that should submit their resignation.

Step Three. At the next general membership meeting (call a special meeting if allowed under your rules and you can actually get a quorum for one), accept the resignations of the board members who chose the easy way, if the board hasn't done so already. (RONR, 10th ed., pgs. 277-280)

Step Four. Your president is an obstacle that is best cast aside. If you have a 2/3 vote on your side, suspend the rules to remove him from the chair and appoint the man you gave the crash course in parliamentary procedure. (Official Interpretation 2006-2) For this or any other motion (if you can't get a 2/3 vote), if the chair simply ignores you and your Points of Order and Appeals, you can state the question on the motion yourself. (RONR, 10th ed., pg. 642, lines 11-19)

Step Five. With either your new chair who cares about rules, or repeated usage of the motion to appeal and the pg. 642 trick, take care of all those pesky Bylaw violations regarding disciplinary actions, closing down the youth theater, and all these so-called "board members" and "officers" and "committee chairs" who were never legitimately appointed.

Step Six. With the rules firmly reasserted, get rid of the crew responsible for breaking them in the first place. See FAQ #20 for how to remove the legitimate board members who caused this whole mess. Depending on the wording of your Bylaws, you may be able to oust them all that night or this may be the start of a lengthy disciplinary procedure.

Step Seven. Replace the scoundrels you've removed with individuals who support the rules and keep a closer eye on the board in the future. Try to nip things in the bud before they get this out of control.

Step Four is your biggest hurdle. If you can pull that off, you've basically taken control of the meeting, and you and the other inappropriately removed member can safely come in, and if the president and the board get out of control, you can turn the tables and order them removed from the meeting. (RONR, 10th ed., pg. 626, line 11 - pg. 628, line 19; pg. 629, lines 5-29)

Then I suggest that you abandon this completely. If you are not willing to fight for it fully, you cannot win.

I will be blunt. I have virtually no sympathy for someone who wants something accomplished and is unwilling to do what it takes to accomplish it.

There's a difference between being unwilling and being unable. Lawyers don't come cheap.

There are parliamentary methods to accomplish his goal. They'll take a lot of hard work, but it's much cheaper and will pay off (at least, I hope so, because I just did a lot of typing).