Richard Brown

Yes. Perhaps you missed this from one of Anthony's posts: (Emphasis added).

Thank you for this information!

Based on the new information about "regular members" of the board, I concur with this post by Josh Martin. I will also say that I agree with Mr. Martin that we still need to know whether the intent is to remove the chair just from his position as chair but to leave him on the board or whether the intent is to also remove him from the board.

Before putting forth possible answers, I’ve got some questions. First, do your bylaw provide for board members who are not considered “regular members“? For example, are there any people who serve on the board as ex officio members? I am thinking there might be a reason that the bylaws refer to “regular members” of the board instead of just “members“. Second, is there any provision in your bylaws for removing officers from office? it is probably going to be a matter of bylaws interpretation as to whether officers are considered regular members of the board. Only members of your organization can interpret its bylaws. We cannot do that for you. I am not convinced that officers can be removed from the board using the process set out in your bylaws for removing “regular” board members. That is a bylaw interpretation issue, however, and it also depends upon whether you’re by loss provide for board members who are not “regular“ members. As to your question whether giving previous notice will reduce the vote required to remove a member from a 2/3 vote to a majority vote, the answer is no. If the bylaws say that a 2/3 vote is needed to remove a member, then a 2/3 vote is needed, regardless of whether previous notice is given. Edited to add: even if it is not possible to remove an officer from the board following the procedure in your bylaws for the removal of “regular“ members, it might be possible to remove him as chair using the procedures in RONR, but not as a board member. He would no longer be chair, but would still be a board member and would then be subject to removal from the board as a regular member.

I agree with Mr. Novosielski and with Dr. Kapur's comments, but would add that permitting non-members of the board to attend board meetings could have simply become a custom without ever having been voted on formally. A custom can continue to be followed unless and until a rule to the contrary is adopted or there is a ruling of the chair (with a possible appeal) that the custom conflicts with RONR and will no longer be permitted without a formal vote of the board (or unanimous consent).

RONR has nothing to say on this. It is up to the body itself to determine whether this type of conduct is permissible. I note, however, that there might possibly be something in your state's open meetings laws (sunshine laws) that address this. Edited to add: A rule could be adopted regarding comments by board members. Also, it can be handled by a point of order that such conduct is not permissible, a ruling by the chair, and an appeal of the chair's ruling.

I concur with Mr. Martin's analysis. I do have an additional question, though: Is the church incorporated? if so, there will be articles of incorporation, which are governing documents. There might also be state statutes governing non profit corporations. i also wonder if the "creation" of the church was authorized by some parent body, such as, for example, The Presbyterian Church U.S.A.? If none of that is applicable, the church is probably in the nature of an "unincorporated association". Such organizations frequently are subject to state statutes. You might look into that. In general, though, I concur with Mr. Martin's suggestion. The same "body" that hired the pastor can also probably discharge him.

This new information changes things significantly. Based on this, it appears that the provisions of 50:14 might come into play and the board may not be able to remove Committee chairs without using the disciplinary process as described in the second bullet point of section 62:16. However, I think it is a bit complicated. Among the complications, the provision stating that committee chairs serve for “renewable 2-year terms “ is not contained in the bylaws, but is in a document, apparently entitled “terms of reference”, whatever that is. Is a provision such as this found in something that is not normally considered a “governing document“ valid? We don’t know what the document, entitled “terms of reference” is, but it strikes me as something in the nature of special ruse of order and/or standing rules and/or a policy manual Another complication is the language in that section which says “subject to discretion of [the organization] executive”. What on earth does that mean? And who or what is the “Executive“? The executive Director? The president? A “Chief Executive Officer“? The executive board?

Did you perhaps intend to refer to 50:14 rather than 51:14?

I agree with my colleagues, including the possible "caveat" described by J.J. I was wondering the same thing as I read the OP's description of what happened and the other responses.

I agree on all points. I really haven't given thought to challenging an entire delegation via a point of order that the entire delegation is ineligible.

I agree with my colleagues that, although this is perhaps ultimately a matter of the organization interpreting its own bylaws, per the rules in RONR the board has no authority to limit the number of directors unless the bylaws (or state law) give it that authority. I don't see this provision as being in the nature of a rule of order and I don't see where Mr. Martin said anything to that effect. Am I missing something? It is a bylaw provision establishing the size of the board of directors, although with a range of members rather than a fixed number. That is permissible. It has nothing to do with "the orderly transaction of business in meetings" or with "the duties of officers in that connection" as provided in 2:14 of RONR (12th ed.) for a rule of order.

I, too, wonder what this means and what actually happened. I agree that it does not have the effect of reducing the quorum requirement by virtue of any provision in RONR, but it is POSSIBLE that it does by virtue of the bylaws or controlling state law. It depends on the language of the provision reducing the quorum requirement for a subesequent meeting. An adjourned meeting is a separate meeting, but is a continuation of the same session. That issue is also best resolved by consulting an attorney.

I agree with JJ and will add that i believe §35:6(b) might also be applicable as well as 35"6(c) and 59:24. By seating the delegate, I believe something has been done that cannot be undone, much like approving a contract (or approving someone for membership). Once the delegate is "seated" and actually takes his seat as a delegate, I don't think his seating can be rescinded. I believe 35:6(c) is also applicable, as JJ points out, and is probably the better citation.

Guest Robert, please ask your question by starting a new thread -- as a new post. That is the way we prefer it on this forum. This thread is over two years old.

Why do you say one of the two positions must be vacated? RONR is clear that a member may hold two elected positions unless the bylaws prohibit it and there appears to be no prohibition in this organization’s bylaws.

Guest Meg, I basically agree with Mr. Martin's answer, but It doesn't seem clear who (which body) would be doing this "bulk re-election". Does the board elect its own members? If not, then it would most likely be the membership that would have to do the "re-electing" rather than the board.

Actually, the last sentence of 46:31(1) of RONR (12th ed.) does provide that an individual may hold two offices simultaneously unless the bylaws provide otherwise. The sentence states: "The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously".

I picked up on that, too. I'm hoping he means "special orders".

What EXACTLY, word for word, do your bylaws say about the powers of the Board?

@A questionerwr need a lot more information regarding exactly what happened, what procedure was used to expel the member, exactly what your bylaws say about the term of office of officers and about discipline or removal from office or expulsion, if anything, You really haven’t given us enough information for us to be of much help.

Nothing in RONR prohibits it. If a member is present when the assembly votes, he may vote even if he was not there for the making of the motion or the debate. Any prohibition of the things you mentioned would have to be in your own rules.

I would think you can make a motion to “go into executive session to discuss the possible purchase of real estate.” In fact, if the Rules in RONR are controlling (which may or may not be the case), you do not even need to provide a reason for going into executive session. You might look at §19:16 in RONR (12th Ed.).

Neither do I. I think both motions are in order.

Guest Cate, who on earth drafted those bylaws? I would say they are much worse than Mr. Gerber‘s statement that they are “not OK as is“. That is a huge understatement! The quoted provisions of these bylaws are terrible – horrible! Maybe the worst I have ever seen regarding elections and voting. They definitely need revising. PLEASE consult with an experienced and knowledgeable parliamentarian on this.