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!