Entering a motion to remove president

[Guest W_W]

Hello,

I am absolutely new to Roberts Rules. We have a situation where we (the executive board) would like to vacate the president.  Can any board member call for a "special election" (30 days from now) and execute the motion.  I understand that the secretary will send out the cal for a special meeting per request of a board member announcing that the motion will be made.  I am trying to figure out what exactly needs to be in the meeting call and what exactly needs to be said motioned ) at the meeting.  Does the president who is being vacated get a vote?  If not can you show me the section of roberst rules that states so.

 

Thanks

 

 

[J. J.]

1 hour ago, Guest W_W said:

Hello,

I am absolutely new to Roberts Rules. We have a situation where we (the executive board) would like to vacate the president.  Can any board member call for a "special election" (30 days from now) and execute the motion.  I understand that the secretary will send out the cal for a special meeting per request of a board member announcing that the motion will be made.  I am trying to figure out what exactly needs to be in the meeting call and what exactly needs to be said motioned ) at the meeting.  Does the president who is being vacated get a vote?  If not can you show me the section of roberst rules that states so.

 

Thanks

 

 

No, unless your bylaws authorize the board to to do this.  It is a complicated process.

 

Chapter XX of the 11th edition of RONR.  Unless the president is elected by your board, or the bylaws authorize the board to remove the president, the board cannot remove the president.

[Guest w_w]

Thanks for responding.  I misspoke.  Our bylaws allow for removal of an officer if the majority of the board finds them incapable of fulfilling the duties of their position.

So what I misspoke about was not a special election but rather holding a special meeting to where a motion is raised to have that person removed.  I was wondering how that motion would be worded.  

There will be a call sent out by the secretary indicating the time/location of the meeting and will include a description of the general motion to vacate the position.  Is this appropriate?  It appears so in Roberts Rules.

[Guest Who's Coming to Dinner]

"To declare that Ms. Smith is incapable of fulfilling the duties of President and be removed from office." If you want to fill the office right away, you should include notice of a potential special election — you can't have the election without previous notice. Ms. Smith does get a vote if she is a member.

[Josh Martin]

56 minutes ago, Guest w_w said:

Thanks for responding.  I misspoke.  Our bylaws allow for removal of an officer if the majority of the board finds them incapable of fulfilling the duties of their position.

So what I misspoke about was not a special election but rather holding a special meeting to where a motion is raised to have that person removed.  I was wondering how that motion would be worded.  

There will be a call sent out by the secretary indicating the time/location of the meeting and will include a description of the general motion to vacate the position.  Is this appropriate?  It appears so in Roberts Rules.

The motion would be “To remove the President from office.” I don’t personally care for the wording “vacate the office.” It makes it sound like the office just magically becomes vacant.

Since your bylaws provide for removal of an officer “if the majority of the board finds them incapable of fulfilling the duties of the position,” and (I assume) your bylaws include a procedure for calling special meetings and that procedure has been (or will be) followed, then yes, the Secretary would send out the call of the meeting, which would include the date/time/location and the motion to remove the President. Keep in mind that special meetings may only be called in compliance with the procedures in your bylaws. You ask in your original post whether any board member may call a special meeting with 30 days of notice. Your bylaws should answer those questions.

The President should not vote on this motion because he has a personal interest not in common with other members, however, he ultimately has the right to vote if he is a member of the board.

If the President is removed from office, the Vice President will then become President, unless your bylaws specifically provide otherwise. If it is desired to elect a new Vice President at the same special meeting in the event that the President is removed, this must be specified in the call.

Edited April 17, 2018 at 10:35 PM by Josh Martin

[Guest w_w]

34 minutes ago, Josh Martin said:

The motion would be “To remove the President from office.” I don’t personally care for the wording “vacate the office.” It makes it sound like the office just magically becomes vacant.

Since your bylaws provide for removal of an officer “if the majority of the board finds them incapable of fulfilling the duties of the position,” and (I assume) your bylaws include a procedure for calling special meetings and that procedure has been (or will be) followed, then yes, the Secretary would send out the call of the meeting, which would include the date/time/location and the motion to remove the President. Keep in mind that special meetings may only be called in compliance with the procedures in your bylaws. You ask in your original post whether any board member may call a special meeting with 30 days of notice. Your bylaws should answer those questions.

The President should not vote on this motion because he has a personal interest not in common with other members, however, he ultimately has the right to vote if he is a member of the board.

If the President is removed from office, the Vice President will then become President, unless your bylaws specifically provide otherwise. If it is desired to elect a new Vice President at the same special meeting in the event that the President is removed, this must be specified in the call.

Hi,

 

Thanks for the response.  We are a small board with vague bylaws.  The only mention of calling a special meeting is Special meetings of the Executive Board may be called by the President and/or requested by other board members.  We are required to fall back on Robert's Rules when the bylaws don't cover something.  So based on what I am understanding we can send out a call of special meeting (30 days to be safe) that states that the motion to remove the president will occur at the meeting.  

 

Additionally can we vote to remove the president via ballot?  We have some board members who I think want to do their best to remain anonymous on this matter.

 

Thanks for your help.

[Guest Who's Coming to Dinner]

Sure. When the question is pending, simply move to take the vote by ballot. It's probably even more important that the votes be secret in this instance than when the person was elected.

[Gary Novosielski]

5 hours ago, Guest w_w said:

Thanks for the response.  We are a small board with vague bylaws.  The only mention of calling a special meeting is Special meetings of the Executive Board may be called by the President and/or requested by other board members.  We are required to fall back on Robert's Rules when the bylaws don't cover something.  So based on what I am understanding we can send out a call of special meeting (30 days to be safe) that states that the motion to remove the president will occur at the meeting.  

No, You can't. 

RONR says that special meetings can never be called, except as provided in the bylaws. 

This is not a case where the bylaws don't cover something.  Your bylaws do cover special meetings, and the president is the only one given the power to call them.  Other board members can only "request" that they be called, but something tells me that the president might not honor a request to call a meeting to remove the president.  And since the call of a meeting must describe the business to be conducted, it's not possible to sneak in a meeting without stating the purpose.

[George Mervosh]

7 hours ago, Gary Novosielski said:

RONR says that special meetings can never be called, except as provided in the bylaws. 

That's not quite correct.  "Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)"  RONR (11th ed.), p. 92.

 

[Guest w_w]

Thanks all for your comments and help, this is confusing.  The reason we were doing a special meeting was to try and handle this as professionally as we could and not embarrass someone in front of all the members.  However, if we can not call a special meeting as stated above (without going through a trial) than it appears to me that per Roberts Rules a motion to remove the president can be made at a regular meeting and is subject to a 2/3 vote of the executive board.  Would that be correct?

I believe we could still motion to got into executive session where the motion to remove the president can be made?

 

 

[Guest w_w]

Hello,

Another question.  Can a call be sent out for the next regularly scheduled meeting that includes the notice of the potential to remove the president.  Can any board member add this to the call? This way the board is not requesting a special meeting and previous notice is being met.

[Guest w_w]

9 hours ago, Gary Novosielski said:

No, You can't. 

RONR says that special meetings can never be called, except as provided in the bylaws. 

This is not a case where the bylaws don't cover something.  Your bylaws do cover special meetings, and the president is the only one given the power to call them.  Other board members can only "request" that they be called, but something tells me that the president might not honor a request to call a meeting to remove the president.  And since the call of a meeting must describe the business to be conducted, it's not possible to sneak in a meeting without stating the purpose.

Does the board member requesting the special meeting from the president have to state what for?  Or if the president agrees to a special meeting, can the call sent to all the executive board now include the proposed motion.  I don't prefer this way, but I just want to check we are within our rights per our bylaws.

[Josh Martin]

39 minutes ago, Guest w_w said:

Thanks all for your comments and help, this is confusing.  The reason we were doing a special meeting was to try and handle this as professionally as we could and not embarrass someone in front of all the members.  However, if we can not call a special meeting as stated above (without going through a trial) than it appears to me that per Roberts Rules a motion to remove the president can be made at a regular meeting and is subject to a 2/3 vote of the executive board.  Would that be correct?

I believe we could still motion to got into executive session where the motion to remove the president can be made?

Yes to both questions.

1 hour ago, George Mervosh said:

That's not quite correct.  "Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)"  RONR (11th ed.), p. 92.

I don’t think the latter part applies here, however, since the bylaws do not require formal disciplinary procedures to remove the President.

27 minutes ago, Guest w_w said:

Another question.  Can a call be sent out for the next regularly scheduled meeting that includes the notice of the potential to remove the president.  Can any board member add this to the call? This way the board is not requesting a special meeting and previous notice is being met.

Yes, any member may have the Secretary include previous notice of a motion in the call.

I would also note that your bylaws should be amended regarding special meetings. In addition to the ambiguity regarding who may call a special meeting, your bylaws say nothing about how much notice is required.

1 minute ago, Guest w_w said:

Does the board member requesting the special meeting from the president have to state what for?  Or if the president agrees to a special meeting, can the call sent to all the executive board now include the proposed motion.  I don't prefer this way, but I just want to check we are within our rights per our bylaws.

I don’t know. I recommend amending your bylaws to clarify the rules surrounding special meetings.

In the interim, let’s just assume the answer is “yes,” since that assumption will likely lead to he fewest challenges in the future.

[George Mervosh]

6 minutes ago, Josh Martin said:

I don’t think the latter part applies here, however, since the bylaws do not require formal disciplinary procedures to remove the President.

Yes, I think you're right.  I was just responding to the one blanket statement Mr. Novosielski was making.

[Guest w_w]

Thank you for your help, much appreciated!

One last scenario.  Our bylaws state the following:  Officers shall serve for a minimum of one year or until their successors have assumed the position.  Officers may stay in position for the duration of their xxxxxxxxx either until they vacate the position or a majority of the board finds them incapable of fulfilling the duties of their position.

the xxxx  calls out a specific location that I don't want publicized. 

This is a messed up bylaw that we think may have been wrongly changed by the person we are trying to remove(and will be fixed).  However, based upon this statement and the fact that we do not have a procedure for removing someone from the board, do we have to give notice of a proposed motion to remove a board member?  Or can the motion be made at the next regular meeting and a majority vote?  Or can the board do this at anytime, i.e. via email and a virtual quorum?

 

Thanks,

 

[Josh Martin]

24 minutes ago, Guest w_w said:

However, based upon this statement and the fact that we do not have a procedure for removing someone from the board, do we have to give notice of a proposed motion to remove a board member? Or can the motion be made at the next regular meeting and a majority vote?

It does not appear that notice is required for a motion to remove a board member. RONR does, however, require notice for any election to fill the resulting vacancy in the office of Vice President.

24 minutes ago, Guest w_w said:

Or can the board do this at anytime, i.e. via email and a virtual quorum?

So far as RONR Is concerned, the board may only transact business of any kind at a regular or properly called meeting of the board, at which a quorum is physically present. All forms of absentee voting are prohibited unles your bylaws provide otherwise. Additionally, the term “quorum” has no meaningful application in an e-mail vote. A quorum is the minimum number of members that must be present in order to conduct business. While the term “virtual quorum” might make sense for a teleconference or webconference, I do not think there is any meaningful way of determining who is or is not “present” in an e-mail vote.

Finally, it is my personal opinion that even if if it is in order to remove an officer by e-mail, I do not think it is desirable. Your bylaws have already gone to great lengths to strip the accused of his due process rights. At least give him what little he has left - to state his case in debate on the motion when it is made at a meeting.

Edited April 18, 2018 at 04:32 PM by Josh Martin

[Tom Coronite]

4 hours ago, Guest w_w said:

Thanks all for your comments and help, this is confusing.  The reason we were doing a special meeting was to try and handle this as professionally as we could and not embarrass someone in front of all the members.  However, if we can not call a special meeting as stated above (without going through a trial) than it appears to me that per Roberts Rules a motion to remove the president can be made at a regular meeting and is subject to a 2/3 vote of the executive board.  Would that be correct?

I believe we could still motion to got into executive session where the motion to remove the president can be made?

 

 

Why is it expected the members would not be at a special meeting, but would be present at a regular meeting? Or am I misunderstanding what you meant in the line I bolded?

[Gary Novosielski]

14 hours ago, George Mervosh said:

That's not quite correct.  "Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)"  RONR (11th ed.), p. 92.

 

But the disciplinary (if it truly is that) procedure for removing the president does not seem  to involve formal procedures such as a trial and  "sentencing".  It is my understanding that only the board is involved.

[Gary Novosielski]

12 hours ago, Guest w_w said:

Does the board member requesting the special meeting from the president have to state what for?  Or if the president agrees to a special meeting, can the call sent to all the executive board now include the proposed motion.  I don't prefer this way, but I just want to check we are within our rights per our bylaws.

Yes.  It would be difficult for the president, when calling the meeting, to include in the call a description of the business to be considered, without knowing what that business is.  The president does not simply agree to the meeting, but also calls the meeting. 

The actual distribution of the call is usually handled by the secretary, but the secretary is not the author of the content.

[J. J.]

On 4/18/2018 at 12:45 AM, Gary Novosielski said:

No, You can't. 

RONR says that special meetings can never be called, except as provided in the bylaws. 

This is not a case where the bylaws don't cover something.  Your bylaws do cover special meetings, and the president is the only one given the power to call them.  Other board members can only "request" that they be called, but something tells me that the president might not honor a request to call a meeting to remove the president.  And since the call of a meeting must describe the business to be conducted, it's not possible to sneak in a meeting without stating the purpose.

I think that the president is required to call a meeting at a request.  If the President should fail to do that, then either the vice President or the Secretary should call the meeting.  That is my opinion in the matter, provided that president clearly violated the bylaws.   At worst, a member could "test" the validity of such action by raising a point of order.

[Josh Martin]

1 hour ago, J. J. said:

I think that the president is required to call a meeting at a request.  If the President should fail to do that, then either the vice President or the Secretary should call the meeting.  That is my opinion in the matter, provided that president clearly violated the bylaws.   At worst, a member could "test" the validity of such action by raising a point of order.

J. J., I agree with you. Since anyone can request anything without a rule in the bylaws saying so, it seems to me that the “request” rule in the bylaws means something more than that.

It would seem to me, however, that if there is any ambiguity regarding whether such a meeting would be proper, it would be prudent to handle this at a regular meeting instead, especially considering the business the board intends to conduct.

[J. J.]

7 minutes ago, Josh Martin said:

J. J., I agree with you. Since anyone can request anything without a rule in the bylaws saying so, it seems to me that the “request” rule in the bylaws means something more than that.

It would seem to me, however, that if there is any ambiguity regarding whether such a meeting would be proper, it would be prudent to handle this at a regular meeting instead, especially considering the business the board intends to conduct.

It may not be possible to wait for a regular meeting.    There can be situations where they wish to remove the person before more damage can be done (from their viewpoint).

It would depend on the exact wording of the bylaws.  I would note that failure to call a meeting when required could be a subject of disciplinary action in itself.  

Someone could test this by raising a point of order, either at that meeting or a subsequent one.  The person testing it by raising a point of order, could actually believe that the meeting was legitimately called but could want to establish a precedent (for what it is worth). 

Edited April 19, 2018 at 01:43 PM by J. J.

[Gary c Tesser]

In the spirit of comity, I would like to disagree as little as possible with the other esteemed posters, so I should have stopped typing 25 words ago (as of "typing"); yet my drive for the correction of injustices, though more often OCD, prevails.

I'll start with disagreeing with Gary P. Novosielski (I find that so easy to type, at least until I get past the first four letters):  let me propose a principle, or maybe just an axiom, though I can settle on a rotted plank:

The most inept, sloppy, vague, inherently contradictory, incomprehensible bylaws take precedence over the parliamentary authority.

I will assume that any responses will accept that statement, at least for the sake of this argument, or explicitly say not.

So let's start.  I think this is mistaken:

On 4/18/2018 at 12:45 AM, Gary Novosielski said:

and the president is the only one given the power to call them

-- or at least, incomplete and misleading, because ...

On 4/18/2018 at 12:45 AM, Gary Novosielski said:

Other board members can only "request" that they be called, but something tells me that the president might not honor a request to call a meeting

... which would be absurd, which Robert's Rules (among others) recommends against, in interpreting bylaws.

Rather, what the bylaws do is offer more than one way of getting a meeting convened.  One way is, the president calls for it.  So forget that.  The other way is,

" Special meetings of the Executive Board may be called by the President and/or requested by other board members ."

-- That is, requested of the the inimical president?  Yeah, you got a case.  ... Of whom, then?

Well, how about the ultimate authority of an organization.  So the "other board members" announce to the membership the special meeting that they are scheduling.

...So, how do we then tell conclusively whether the membership grants this request for a special meeting?

They show up for it.

[Edited, 20 April 2018, 6:16 AM EDT, to add:]

(O nuts.  This probably makes no sense.  The regular membership isn't supposed to show up for a board meeting.)

Edited April 20, 2018 at 10:17 AM by Gary c Tesser
I made no sense.

[Gary c Tesser]

I'm also having trouble with what Tom Coronite is.

On 4/18/2018 at 9:13 AM, Guest w_w said:

The reason we were doing a special meeting was to try and handle this as professionally as we could and not embarrass someone in front of all the members.

Removal of the president is an action by the board, not the membership.  So it should be done not at a membership meeting, regular or special, but at a board meeting (a regular board meeting or a special board meeting, take your pick) -- so, generally, would not occur in front of all the members in the first place.

[Richard Brown]

On 4/17/2018 at 6:17 PM, Guest w_w said:

The only mention of calling a special meeting is "Special meetings of the Executive Board may be called by the President and/or requested by other board members".

 

On 4/19/2018 at 7:05 AM, J. J. said:

I think that the president is required to call a meeting at a request.  If the President should fail to do that, then either the vice President or the Secretary should call the meeting.  That is my opinion in the matter, provided that president clearly violated the bylaws.   At worst, a member could "test" the validity of such action by raising a point of order.

 

On 4/19/2018 at 8:34 AM, Josh Martin said:

J. J., I agree with you. Since anyone can request anything without a rule in the bylaws saying so, it seems to me that the “request” rule in the bylaws means something more than that. . . .  (Remainder of post omitted)

 

Although I understand J.J's and Josh Martin's rationale, I have problems with their conclusions. I see two problems with what appears to be their conclusion that special board meetings can be called by "other board members". 

First, The rule is explicit that a special meeting may be called by the president.  It says so:  "Special meetings may be called by the president."  That is as clear as can be.   But nowhere does it say that special meetings can be called by other board members nor that one must be called if requested by other board members.  I think that in order for "other board members" to be able to call a special meeting, the bylaw provision would have to be more explicit, especially since it does say that special meetings may be called by the president.

Second, the rule is ambiguous in that it does not specify how many "other board members" must join in a request for a special board meeting.  It says simply that a special meeting may be "requested by other board members".  How many members?  Can one member request...or demand... a special board meeting?  Two members?  A majority of the board?  Only by all members of the board joining in with the request?

In my opinion, the quoted provision does not permit board members to call a special meeting.  But, even if it is reasonable to interpret the quoted provision as giving them that authority, I agree with Josh Martin that the prudent thing to do is not to call a special meeting, unless the president will call one, and to try to remove him at a regular meeting.  At that regular meeting, an adjourned meeting can be set for the actual consideration of the motion to remove him from office.

Edited to add:  I could possibly accept JJ's and Josh's conclusion that a special meeting must be called at the request of "other board members" if the bylaw provision specified how many board members must join in with such a request.  But, it is entirely silent in that regard.  I just don't see how the quoted provision requires that a board meeting be called at the request of an unspecified number of "other board members".

Edited April 20, 2018 at 07:01 PM by Richard Brown
Added last paragraph