Remove Officer from the Board

[Guest Gary]

Our Bylaws state that a member may appeal the Boards disiplinary action by petition signed by 12 members, referring the action to a special membership meeting. Does RRON agree that due process and conflict of interest requires the Board members to recuse themselves from a role in the appeal process, other then sendin the notice to all members for the special appeal meeting where the membership will hear the facts and vote to uphold or overturn the Boards disiplanary action?

Our Bylaws do not include a process to remove Board members (a subject for future amendment) but if the special appeal meeting discloses one or more Board Officers defied the Bylaws (and other egregous actions) can the membership make a motion, discuss and vote to disipline or remove them from the Board? Would that potential removal action have to be on the agenda submitted to the membership for the special appeal meeting or can the membership take that action at the meeting? Thank you.

[jstackpo]

Two Questions in two paragraphs; two responses...

But first a general answer; Your disciplinary procedures differ from, and thus supersede RONR's, so however they work will be up to your association to decide.

Having said that...

Response 1) Nothing in RONR precludes ANY member (including those who happen to be board members) from full participation in a general membership meeting. So the short answer to your question appears (unless you have other applicable rules you didn't mention) to be "No".

Response 2) A special meeting can take up ONLY what is set out in the call to the meeting; it appears that your special "appeal" meeting is solely for the purpose, per the bylaws, of sustaining the Board's disciplinary action (or overturning it) so the answer to your two Paragraph 2 questions are "No" and "No".

Your other rules, which we can't deal with here, may bring you to a different conclusion.

[Guest Gary]

Thank you Mr Stackploe. Our Bylaws also state "Any board of director member originating or associated with the complaint shall recuse themselves from a role in the disciplinary process". This appeal of the Boards displinary action involves complaints by the collective Board lwho in fact did not not comply with lear and specific Bylaw disiplanary procedures, including"The board of directors shall be guided by Roberts Rules of Order Newly Revised, Chapter 20, Disciplinary Procedures, to ensure a fair and equitable hearing and conclusion with appropriate disciplinary action or acquittal."

Does RRON agree that our Bylaws and the obvious conflict of interest precluded the Board from presiding over or voting on an appeal of its own decision?

[jstackpo]

Not really. RONR doesn't deal with "conflict of interest" (the words aren't even the book) other than rather sketchily on p. 407, line 21 ff. And that is on an individual basis relating to voting only.

So it is up to each association (that wants to) to define "c of i" for itself.

[Guest Guest]

Still trying to clarify how to address this problem. My attorney agrees that the Boards disiplanaryaction is wrong, that the Bylaws provide the member an appeal process, and that the Bylaws remove the Board from presiding over the appeal process and meeting. It would not be fair and equitable for the Board to choose who takes their place. That would be like a lower court choosing who is on the higher court will preside over an appeal of the lower court decision. There appear to be 2 options. Either or both would need to be explained in the meeting notice agenda. One is that the Commodore request a motion to elect an attending member to preside, followed by naming people and vote. But I fear the meeting will begin with confusion, challenges and possibly non compliance with the Bylaws and RRON. Another option is to recommend allowing a professional Parliamentarian (or sergeant at arms) to preside over the meeting. The Parliamentarian would have to be in the building if the membership approves, including the charges for his or her time.

Does any one have knowledge ofpast cases where a Board could not preside over the societies meeting. Any thoughts or suggestions are appreciated.

[Trina]

...

Does any one have knowledge ofpast cases where a Board could not preside over the societies meeting. Any thoughts or suggestions are appreciated.

'A Board' doesn't (and shouldn't) ever preside over any general membership meeting; in fact, the Board does not exist at a general membership meeting. Individual Board members may participate on an equal footing with everyone else (assuming that they are, in fact, general members). The President and Secretary usually carry out their duties (chairing the meeting, and taking minutes) at general membership meetings. However, it bears repeating that the Board, as a body, has no place doing anything at a meeting of the general membership.

I know I haven't comprehensively addressed your questions about your disciplinary process (and, to the extent that you are following a customized disciplinary process, this forum will not be able to help with many of those details). However, it may be helpful to keep this basic fact in mind -- there should be no presumption that the Board will preside at the membership meeting in the first place.

If you've been letting your Board run the show at past GM meetings, stop.

[Guest Gary]

Thank you Trina for a very interesting point. Typically the whole Board sits in front and facing the Club members at annual and special meetings. At annual meetings each Officer gives their report. The Nominating Committee makes its Board position reccomendations from the floor. I believe your are saying that under RRON only the Commodore and Secretary should be in front and all other Board members should among the regular members as regular members. Therefore all reports by Officers, Board members or Commttees should be from the floor. Is that correct?

So drilling down on this, If the Commodore cannot chair a special appeal meeting because the Bylaws state he must recuse himself then how would the appeal meeting even begin. Would the special appeal meeting notice have to include that Commodore will chair only long enough to allow the members to make a motion and vote on who will take over as Chair during the appeal meeting? And could the membership make a motion and vote that the special appeal meeting be Chaired by a non member like a registetred Parliamentarian? (which is what I believe would provide the most fair, equitible and productive meeting in this case?.

Thank you.

[Sean Hunt]

Thank you Trina for a very interesting point. Typically the whole Board sits in front and facing the Club members at annual and special meetings. At annual meetings each Officer gives their report. The Nominating Committee makes its Board position reccomendations from the floor. I believe your are saying that under RRON only the Commodore and Secretary should be in front and all other Board members should among the regular members as regular members. Therefore all reports by Officers, Board members or Commttees should be from the floor. Is that correct?

It is not correct, but it is not incorrect. The Board and the members may sit however they feel fit, however, if a member wishes the Board to sit among the regular members, he could make a motion to that effect. They don't get any special rights or privileges because of their position, however; they are treated exactly like other members even if sitting apart.

So drilling down on this, If the Commodore cannot chair a special appeal meeting because the Bylaws state he must recuse himself then how would the appeal meeting even begin. Would the special appeal meeting notice have to include that Commodore will chair only long enough to allow the members to make a motion and vote on who will take over as Chair during the appeal meeting? And could the membership make a motion and vote that the special appeal meeting be Chaired by a non member like a registetred Parliamentarian? (which is what I believe would provide the most fair, equitible and productive meeting in this case?.

If the regular presiding officer cannot preside, and there is no defined replacement who can preside (e.g. a Vice-Commodore), then an election should be held. If the bylaws do not specifically prohibit the Commodore from chairing during the entire meeting, but only while the business is considered, the Commodore should call the meeting to order, recognize a member to make the motion, and then once he states the motion, announce that he cannot preside and then let the assembly decide who will preside in his place (an election can be held, if necessary. If the Commodore is disqualified from presiding during the entire meeting, the Secretary (or anyone else, if the Secretary is also disqualified) should call the meeting to order and immediately hold an election for a chairman.

If this is being violated by the Commodore or another office, then a point of order should be made to that effect, and if it is ruled not well taken, an appeal should be made.

[Trina]

The election that Mr. Hunt refers to would be the election of a chair pro tem -- i.e. a person to serve as chair for that meeting (or portion of the meeting).

As for the seating issue, that is under the control of the assembly (i.e. the general membership). If the board members are in the habit of running the meeting while sitting in their customary position up front (and, by 'customary' I mean customary in your organization, not that this arrangement is customary according to RONR) it may be quite helpful psychologically to adopt a motion to have them sit with the other general members. That way everyone intuitively recognizes that the board members are on the same playing field as all the other members at the meeting.