Jay M

On 7/20/2023 at 12:26 PM, Gary Novosielski said:

Something odd there.

In any case here's what the FAQ says, in part:  

If the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]   <amendments in original>

I think the most relevant sentence is the final one.

I believe  I paste twice the text. Our bylaws does not say anything on removal of Officer. There is no such section in our bylaws removal of Officers.

Thanks

On 7/20/2023 at 11:25 AM, puzzling said:

The officer can be removed by duly electing a successor.

You don't describe  what the bylaws say about election of officers but as long as they are followed (in letter and spirit) the successor is duly elected and the previous officer loses his office.

You haven't told us which meeting elects officers but they don't need a grievance or any  reason at all. But you need to convince them...

Thanks for your reply.

Sorry I did not give you all details. here is the article regarding election of officers 

Hello ,

We want to remove an officer from the office

Our officers' term is described as :

Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected

Also We have a clause in our constitution 

 Section 12: Grievances Resolution Policy:

All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes. >>>>> IT describes how to resolve it>>>>>

The committee shall report its findings to the BOT at a scheduled executive session in the presence of parties concerned. Based on the committee’s report, the Board of trustees shall finalize the appropriate action to resolve the issue. If unresolved and if by 3/4ths (12 out of 16) BOTs recommendation is for the removal of the alleged trustee/officer, then BOTs shall call for general body for its final action subject to the Article IV Section 2. (Pursuant to Grievances Resolution Policy of the Article IV Section 12, if the board of trustees by 3/4th majority recommend removal of the alleged trustee based on the report of the independent committee the board of trustees shall call for a special general body meeting exclusively for this purpose. GB after discussion can accept or modify the recommendation of the board. Such alleged trustee shall be removed only upon the approval of two-thirds (2/3) of each category of members in attendance).

Now my question is to remove an officer does the board  need a  grievance? or just majority of the board members want to remove  him  as they  were not satisfied with the functioning of  Officer

Thanks

Thanks Rulesasker!

In our not for profit organization these are sections  that deal with Executive committee role and how to  appointing committee chairs.

ARTICLE V OFFICERS Section 9: Executive Committee:

"The Executive Committee shall consist of officers of the corporation as described in article V, sections 1 through 8. The committee shall provide a collective platform for communication, deliberation, and execution of responsibilities as assigned to the officers or any other matter assigned by the Board of Trustees from time to time. The President shall serve as Chairperson of the Committee."

ARTICLE VI COMMITTEES:

The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation.

Under bylaws : BYLAW 3: GENERAL RESPONSIBILITIES OF EACH COMMITTEE:

"6. The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year."

In the beginning of the year the   President of the board  appointed various committee chairs with the approval of the board. This week President sent an email removing one of the chairs and stating Executive committee approved removal of that  particular chair.

My question is can president or Executive committee remove a committee chair without  approval of the  board who originally approved the committee chairs appointment?

Thanks in advance. 

On 6/15/2023 at 2:51 PM, Gary Novosielski said:

Nope.  Is the intent to turn an ad-hoc (special) committee into a standing committee?   If so, then we're back to amending the bylaws, to create a standing committee.  There is no "workaround".

Thanks Gary

Sorry to ask again on the same subject  is there such action called " Regularization of ad- hoc committees"?

 in Roberts rules or anywhere ? thanks

On 6/6/2023 at 3:00 PM, Rob Elsman said:

It sounds obvious, but I agree with what Mr. Martin is getting at.  Since the committee does not seem to have specifically recommended amending the bylaws to establish additional standing committees (corresponding to the special committees in existence), a main motion to adopt the recommendation contained in the report would be an improper main motion on account that it conflicts with the bylaws. RONR (12th ed.) 10:26, item 1.  I am relying on principle of interpretation 4, RONR (12th ed.) 56:68.  Since there are already standing committees "structured" in the bylaws, the creation of additional standing committees by an "ordinary" main motion is thereby prohibited.

Thanks Rob Elsman for more details .

Thanks a lot Josh Marin. 

Hello,

In our not for profit organization we have several committees and they are all structured in our bylaws. Apart form those standard committees the board some times appoint ad hoc committees. Recently some of the trustees presented a report to convert ad hoc committees into permanent committees . Report was approved. There is no specific terminology stating to amend the bylaws in the motion approved the above stated report . My question is whether the approval of the report alone will be the approval to amend the existing bylaws or do we need to use the word "amend the bylaws " in the motion. Thanks in advance

Thanks Joshua and Richard for your response

Our not for profit organization got 2 categories of membership Patron and Regular. When they call for General body meeting they count quorum in both categories separately. The quorum is one third of  membership in each category. Even If one category fails to have quorum there is no meeting. Also on any resolution  they take vote separately in each category of membership and  the resolution  has to get majority of votes in both the categories separately to get approved.   I wonder is this correct ?  

Thanks Josh.

I wonder if our board approved budget of certain amount for each committee and  for certain purposes in the beginning of the year does each committee need approval from the board to spend the allocated amount ?

Thanks in advance

On 3/18/2023 at 6:13 PM, Dan Honemann said:

Well, first of all. "take him out as president" and "impeach him" are two different things, but in any event, neither can be done unless doing so has been specified in the call of the meeting as being the purpose for which the meeting was called.  It doesn't look as if this is the case.

Thanks for you response Dan, I wonder what is correct wording in the agenda should be to remove a president ? thanks in advance

Our not for profit constitution provides a clause: 

"A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation."  "The purpose of any special meeting of the Board shall be specified in the notice of waiver or notice of such meeting."

My question is when six trustees called for a special board meeting with an agenda items of president's gross violations of constitution and bylaws ,they did not mention in the agenda to take him out as president,  Still can they pass a resolution to take him out as president even though the Special meeting of the board of the trustees called for did not mention to impeach him.

Thanks

Jay

We have a sentence in our constitution saying " The President may appoint individuals to render part or full‐time paid services to the corporation as may be required from time to time within powers vested on the President by the Board of Trustees. "

I wonder  how do you interpret it President can appoint only with approval of the board?

Thanks in advance

On 3/7/2023 at 6:05 PM, Rob Elsman said:

Whether or not it would be advisable is a matter for an attorney.

Thanks Rob Elsman

On 3/7/2023 at 3:53 PM, J. J. said:

Yes.  There is no prohibition in RONR to the society taking action.  It may not be advisable, but it is not out of order.

I wonder why it is not advisable? Thanks  J.J.

In our not for Profit organization's board meeting one of the  members  allegedly pushed the chair of presiding officer and  abused him with bad language. A police report was filed and the case is pending in the court. Some of the board members are trying to pass a motion demanding apology from the board member against whom  the police case is registered. My question is while a  case is pending in the court of law can the board discuss and pass a resolution on the same subject.

Thanks

On 3/4/2023 at 10:21 AM, Josh Martin said:

And to be clear, the board is the assembly which elects these officers?

Only the assembly which elects the officers has the power to remove them, unless the bylaws provide otherwise.

The President and Vice President should voluntarily step aside and the assembly should elect a Chair Pro Tempore. If they do not step aside, the assembly should suspend the rules by a 2/3 vote and then elect a Chair Pro Tempore.

1.) Elect a Chair Pro Tempore

2.) Make a motion to remove the President

3.) Someone seconds this motion

4.) Debate

5.) Vote - a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote (if previous notice was given) is required for removal

6.) Rinse and repeat Steps 2-6 to remove the President (because the Vice President has now become President)

First, check your bylaws to see if they say anything regarding filling vacancies.

Otherwise, the vacancies may be filled by the same body which elected them in the first place (which I assume is the board, otherwise I'm not sure the board has the power to remove them). Notice must be provided of the elections to fill the vacancies. If such notice has been provided for this meeting (either in the call of the meeting or at the previous regular meeting), then the board could proceed to elect a new President and Vice President immediately. Otherwise, the board would need to provide notice for the next regular meeting or for a special meeting called for this purpose.

Thanks Josh Martin for a detailed guidance

On 3/2/2023 at 4:20 PM, Gary Novosielski said:

And I think you should consider whether to move the removal of both as one question, or to decide on each individually.  If you adopt a motion to remove the president, the next motion would be to remove the president--the new one.

Yes Thanks

On 3/3/2023 at 1:56 AM, puzzling said:

I am wondering if the organisation followed the rules in section 63 on disciplinary procedures and trial.

If these rules were followed the question would not appear,  most likely the persons would allready be suspended of their office before their trial.  

To remove the officers no disciplinary procedure and trail is necessary as our rules say " Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected"

Our not for profit  organization  is planning to remove both the president and vice president as they were not  following the bylaws of the organization. I wonder Who will preside over the board meeting when the agenda is to remove both the president and vice president? what are the steps to follow at this meeting and when do we elect the new president and vice president ? Thanks in advance

Jay

I sincerely thank Atul Kapoor, Josh Martin and Richard Brown for their valuable comments.