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Good Morning All, Im not sure how much background information would aid in getting useful responses to my inquiries but I'll do my best with this: Our group is governed by a national alumni association with several sub chapters and affiliate chapters. The bylaws we are currently supposed to be using are under question because the members did not vote on them but the previous bylaws do not speak on how this should be addressed. The board voted on and passed the current bylaws which are being used to govern the association at this time. Yes, this is being looked at as well because it's very messy. The questions are 1-can a candidate be disqualified for posting of an official slate of candidates in his campaign flyer (via social media) when the elections committee failed to have the entire slate properly posted or failed to ask the party posting the incomplete slate to remove it or update it to include everyone running. 2-disqualification of a candidate based on the facts that they were asked to remove the posting or let it be known that slate used for his campaign included candidates that did not allow him to use their photos or other information ( he only added the missing candidates to a flyer he made and posted it as all candidates running).... I know it's a lot to this but here's the basics. And no there are no official campaign rules, the bylaws do not address this issue and the criteria covering the process is vague and has lots of holes. Hope this is enough to get some feedback. Thanks

Greetings ... I am part of an organization that in our By-Laws has the following Articles: "Article II - Board of Directors and Duties .... 1. The Board of Directors (BOD) of this association shall be the President, Vice President, Commissioner, Secretary, Treasurer, Director of Marketing, and Assignment Officer. " ... so there are 7 positions on the board. "Article III - Board of Directors ... 1. General Powers and Duties ... c. The BOD may remove any of its BOD members for cause, by 2/3 majority vote of the BOD" My question is this ... If a board member resigns prior to a vote taken under Article III, and their seat on the BOD is unoccupied at the time of a vote, does 2/3 mean four out of 6 (.667) ? Or does the seat still count and the vote must be 5/7 (.714) in order to reach the 2/3 (.667 ) majority vote level? Also, does is matter if only five out of the seven board members are at the meeting when this takes place? Seems to me that the BOD is defined as seven positions, not 7 people, and that if a 2/3'rds vote is required to enact something, 4/7 (.571) votes is not enough to enact or meet the 2/3rds requirement? Even if the whole board is not in attendance at the meeting? The rest of my BOD does not agree with me, hence the question here. Thank You very much in advance for any thoughts or direction you may provide. Feel free to ask for clarification on anything if I haven't described the situation well enough. Thanks again.

My board has an Executive position that has become defunct due to changes in different services, operational procedures and external relationships that no longer exist. Question - there is no language in our Bylaws that states how we remove a position from our Board. Everything we do have is for removing a person within that position. Are we able to not reappoint this position or offer this position in our upcoming Executive Elections? We would be removing the position from our Board once the current individual in that position has finished their term. -If so, would this have to be an item that is first brought to our Bylaw and Policy Committee or our Judicial Committee? Thank you,

How should this be interpreted? The BOD, via a majority vote, removed the Vice President. IMO, the bylaws are not clear but is sounds like the BOD votes to have the membership vote on removal. Removal of Board Member(s). The process for removal of a board member may be initiated in two different ways. It can begin with the board of directors acquiring a majority vote of the Board to remove another board member or by a written petition to remove a board member from voting members of the club. Said Petition must contain original signatures that may be signed independently on duplicate forms and collected by a single organizer prior to submittal to the secretary. The voting members' petition recommending that a board member be removed from the board shall then be addressed to the secretary and the signatures on the petition shall represent at least 20% of the voting membership. The petitioner shall also send copies of the petition to the remainder of the board. If the secretary is a defendant in the action, the vice president shall take over duties of the secretary until the action has been resolved. The motion to remove a board member shall be put to the voting membership for a vote.

I’m part of a sports organization who’s president is abusing power and constantly working the grey areas of our horribly vague Bylaws. Several of us want to vote him out, but we have no proper explanation of this in our bylaws. We have voted others out in the past by majority, but this one will go down with a fight using everything possible to stay. - If making a motion to vote out the president, does the president get a vote for themself? - If there is cause against their actions/character, does anything protect them? - Are there any solid full-proof guidelines to ensure this process works?

The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year. Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws? If so, how do you refill positions without the organization ceasing to exist?

According to the by-laws if a President has to step down for any reason, he will appoint an acting P in his place until the set elections. In this case, a particular person will ask the P to step down, back story unnecessary. If the P removes himself, is he entitled to appoint someone still and whether or not someone is appointed, can the membership call an emergency vote to fill the new position before the set elections?

Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director. The alternate director explicitly cannot vote. In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Registrar. It notes that the Registrar is selected by the Board, just like the VP/Sec/Treas, but the Registrar is not required to be a board director. If not a board member, then "If a member appointed, the Registrar shall have no rights of an elected director and shall be considered an "Advisor to the Board of Directors."" Removal of "Officers" is covered under the Disciplinary Article, but the question of the board is whether the current Registrar, who is NOT a current Director (she is the Alternate Director) can be removed by a vote of the Board, or whether the disciplinary procedures must be followed. The confusion arises because the section listing the Officers does not include the Registrar, yet the section listing the duties of Officers does. Clarifying this ambiguity is on my list of proposed amendments next June, but what is the proper procedure today? I am the Parliamentarian chosen by the board to attend meetings and offer advice. I am not a Director. I informed the President that I felt that removal of the Registar would require that he follow Disciplinary Procedures and not just a 2/3 vote of the board. Thank you for your input.

This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon. I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights. The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members. My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board. Thank you in advance for your help!

So our president has gone rogue. He claims to know that only the board as a whole has the authority to make decisions, but he's not living it and is seeking to dictate to the entire board "how things are going to be." Is there anything in Robert's Rules that speaks to the "limits" of a president's so-called power? As well, our bylaws do read that directors are elected for "a three-year term or until the director's successor is elected." I understand that to mean that the general membership has the ability/power to remove a director at a duly called meeting for any reason (or no reason). Is this correct? If that is correct (and if so, I surely hope it doesn't come to that, since it would cause division in the organization), what is the proper procedure for doing that at a meeting? Does one just stand up during a lull and say, "I move to remove Mr X. from the position of president"? Does notice need to be given? Should the president be made aware that this is coming?

Section 10. REMOVAL. The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions. There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote). PERSON 1- YES PERSON 2 - YES PERSON 3, PREZ - YES PERSON 4 - NO PERSON 5 - NO PERSON 6 - YES PERSON 7 ("Tom" being removed) - NO Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well. What does everyone think?