Dfredc

Thank you, everyone.

It appears the board itself isn't sure how they want to proceed. Our Bylaws provide two actions (discipline -basically a slap on the wrist that says, "bad boy") or to proceed with the removal of the Secretary. The discipline ironically requires a 2/3 vote of the assembly while removal of a board member is a majority vote (after a petition of 50% of the assembly or a 2/3 vote of the executive board). I sent out an email to the assembly explaining the breach and have had little response, so I'm not sure the assembly cares. Guess we'll just see what the board decides to do.

Thanks!

The secretary of the board just sent out an email to the entire assembly about the supposed actions that took place in executive session of the board. Apparently, he claims that he was being unduly targeted for not performing his duties as they should be, and was apparently asked to resign.

This is a pretty serious breach of etiquette, correct? Wouldn't this alone be grounds for removal from office?

On 5/18/2019 at 12:36 PM, Gary Novosielski said:

The logic is that Rescind cannot be used on a motion once it has been fully carried out.  Bylaws amendments are considered to be fully carried out as soon as they are adopted.

Thank you! This clears it up nicely for me.

13 hours ago, Atul Kapur said:

The easiest thing is to move to Amend the bylaws striking out the Article that you want removed.

Analogous to the way I assume the Article was added: by a motion to Amend the bylaws by inserting the Article.

The problem with the way you propose is that it may open up the entire bylaws to further amendment at the meeting.

1

"Analogous to the way I assume the Article was added: by a motion to Amend the bylaws by inserting the Article." This is exactly how they were added to the Bylaws. Thank you for your help.

1 hour ago, Gary Novosielski said:

Technically you can't "repeal" or "rescind" a bylaws amendment.  You amend the bylaws again to make it say what you want.

So, essentially we approve the Bylaws with the Standing Committees Article removed from them, correct.

On 5/14/2019 at 3:10 PM, Josh Martin said:

Well, it was worth a shot. There doesn’t seem to be anything which will help with the current situation.

Lol, which is what I feared.

Thankfully a majority of the members see the problems created by the Article in our Bylaws that created the committees. Our task now is to sway a sufficient amount of those that remain to repeal the Bylaws amendment that created the Standing Committees (problems not just with the discussed committee but a number of them). Our organization survived just fine without them for decades, and I'm confident it can again.

Thank you, everyone, for your help, I appreciate it!

6 hours ago, Josh Martin said:

I agree that this is problematic, but in the interim, has the committee in question written anything concerning this subject?

These are the Bylaws of the committee pertaining to membership:

"This committee shall have a chair and a secretary elected by the committee members at its organizational meeting which will be held every two years after the

[main assembly] meeting has conducted business pursuant to Article XVIII of the [main assembly] Bylaws.

Membership in this committee is available to all [main assembly] members and board members of the [main assembly] and to all [volunteers that reside in the county] who affiliate solely with [the main assembly's goals].

who sign up to be a member at a meeting called by the [main assembly] Chair, or who attend the committee meetings monthly, or who participate in the committee's activities"

It's like they were created to intentionally horrible.

On 5/11/2019 at 6:25 AM, Josh Martin said:

They seem to report to the general membership. I have no disagreement that this means the membership may “instruct them, discharge them from consideration of certain matters, and similar actions.“

The part about amending the membership roster is less clear. RONR says the following about removing members of committees.

”Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497).” (RONR, 11th ed., pg. 177)

”Unless the bylaws or other governing rules expressly provide that committee members shall serve ". . . and until their successors are chosen" or for a fixed period, as ". . . for a term of two years" (in which case the procedure for their removal or replacement is the same as that for officers described on p. 654), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something is Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177).” (RONR, 11th ed., pg. 497)

So RONR has no clear answer on how committee members are removed in the situation described here, since there is no appointing authority. The OP seems to think the current situation will be resolved by simply removing the committee’s chairman (which the committee can do, since it elects the chairman). In the long run, the bylaws should be amended to change how committee members are appointed, or alternatively, to provide a method for removal. If the organization wishes to remove committee members prior to that time, it will be a question of bylaws interpretation.

The Executive Board suspended the committee in question citing this section of the Bylaws: "Section 2.Rules of Governance for Standing Committees: a) In addition to the above duties, each committee shall have the duty to carry out any directive of the Executive Board and/or [the main assembly], and no committee shall take any action without the approval granted in its charter or of the Executive Board or [the main assembly]. In the event of conflicting directives or approvals between these two bodies, the directives and approvals from the [the main assembly] shall stand."

The problem is that the rogue chair is ignoring the suspension claiming the board has no authority to do so. He is holding a monthly meeting of the committee 11 days before the next Quarterly Business meeting of the main assembly. My thinking was to attempt to remove him as chair at the committee meeting.

What a complete mess this is.

On 5/10/2019 at 7:58 PM, Gary Novosielski said:

Well, failing a clear answer on who appointed them, do we at least know to whom they report?  I'd take that as an indication of what body may amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions.

 

The Bylaws state that they must give a quarterly report the assembly at large (the whole of the members).

So, if I understand what you are saying because they report to the main assembly, the main assembly would be able to "amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions." What RONR citation could be used? And would this be just a simple motion for the assembly to consider and pass by majority vote?

On 5/10/2019 at 6:01 AM, Richard Brown said:

I think if you go back and reread the entire thread you will see that the original poster made it clear that no one appointed these members to the committee but the the committee is essentially self appointed by people volunteering to be on the committee. That is the problem with removing members. We are not aware that anyone appointed them.

This is the truth, no one appointed them, The committees were created by a Bylaws amendment about two years ago (before I was a member of the organization) and the members of the assembly decided what committee they wanted to be on, they then elected their own chair. The Bylaws allowed the committees to write their own membership requirements (sigh) so no two committees have the same membership rules. Subsequently, volunteers were allowed to join the committees that they wanted to join.

I am pushing for a total repeal of the amendment but getting 2/3 vote on that may be tough. Ironically the organization ran just fine for its entire existence without standing committees and could easily do so again.

On 5/9/2019 at 6:06 AM, Josh Martin said:

It would be prudent to amend the bylaws to provide a different method for appointing committee members, or in the alternative, at least provide a method for removing committee members.

This is my main objective at the moment (well other than removing the rouge chai of the standing committee), the assembly needs to amend the bylaws pertaining to standing committees, I see so many potential pitfalls in them - the membership issue being just one.

6 hours ago, Josh Martin said:

Who elected or appointed the members of the committee?

 

The members of the committee are self-selected (if that's a term) the Bylaws created the standing committees (Bylaws amendment about two years ago created them) and they are open to any member of the organization and any interested volunteers. The bylaws allow the committees to create their own rules on their own committees for their standing committee for membership requirements. The committee in question's membership rules that you have to attend one meeting and sign up to be a member. Then you are a member at the next meeting.

The committees are instructed by the organization Bylaws to "reorganize every two years" electing a new chairman and secretary.

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If the committee is authorized to do so by the organization’s rules, then short of amending those rules, only the committee would remove the chairman.

 

This would be the case.

So the committee itself will need to remove the chair. Would the motion be " I move to remove [name of chair] as chair and elect a new chairman?"

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However, it seems to me that he cannot be removed as chair (except by action of the committee) without removing him from the committee. That is, if the committees have the authority to select their chairs, the assembly cannot reach in and change the chair without changing the membership. In any case, such is life. (If, on the other hand, the committee selected the chair simply because the assembly, in appointing the committee, was silent, perhaps more can be done - or, I guess, less can be done.)

 

This is most helpful, thank you! Since he was elected by the committee (not appointed by the assembly) then the only way to remove him would be for the committee itself to do so, i.e. make a motion to remove him as chair and elect someone else, correct?

OR for the assembly to amend the Bylaws of the organization (prior notice, 2/3 to pass?) to require that only members of the organization can be chairman of committees.

Am I seeing this correctly?

6 hours ago, Joshua Katz said:

Since the committee elected the chair, it seems easier to me to just remove the person from the committee altogether, requiring the committee to select a new chair, than to figure out a device for removing him as chair while allowing him to remain on the committee.

The committee did indeed elect the chair.

How could one go about removing someone from the committee? Does the Executive Board have the power to do this or do the members of the committee vote to just remove him from the committee and thus vacate the chair?

I suspect if he was removed as the chair he would stomp off of the committee in a huff. This position is the only thing tying him to the organization right now, and his ego. He has stated to me in a personal email within the past month that he will no longer attend the organization's events or financially donate to it... then he showed up at the committee meeting to elect a chair and got elected by 3 votes.

8 hours ago, Joshua Katz said:

 and if none, then by rescinding their committee appointment. 

 

The standing committee's section of our Bylaws is a real mess if you ask me, that aside, there are no procedures outlined for removing a committee chair. The chairs weren't appointed or selected by the society (I know, rolling my eyes) but were elected by the committees themselves (which are a mix of members and non-members of the society). So, in this case, how would we on the committee move forward to remove the chair? Would a simple motion suffice, and take a vote? "Move to remove Joe Smith as Chairman and elect a new chair?" This current chair in the past has just ignored motions and threatened to "remove" anyone from the meeting that disrupts. Believe me when I say there have been no disruptions other than disagreeing with his actions (he thinks he *is* the committee and has made decisions without even consulting the rest of us). Since he was elected the membership of the committee has grown and the new numbers are no longer in his favor. It's been frustrating, to say the least.

As questions arise I seem to need more help/understanding.

>Our Bylaws allow non-members to be on standing committees and for some (not all) of the committees to allow a non-member of the organization to be a Chair of the committee (voted on by members of the committee).

The Bylaws have a Code of Conduct and expect it's members and Executive Board to follow them, giving specific procedures to take if a member or an e-board member is going to be disciplined for failure to follow the Code.

Can the assembly discipline a committee chair if he/she violates the Code of conduct? They aren't members of the society... or are they by virtue of holding the position of the Chair of a standing committee (ex-officio)?

11 minutes ago, Josh Martin said:

 

 

Thank you. You have made this perfectly clear to me and I believe I now understand, and concur with your conclusions and suggestions.

You have been a tremendous help and I greatly appreciate it.

It would take ⅔ of the membership to do that but it may be possible.

1 hour ago, Guest Zev said:

You have added a fair amount of background information. Thank you. Nevertheless, I see nothing here that would modify my suggestion posted earlier

Thank you. So essentially my ignorance/misunderstanding of the Bylaws (and apparently the majority of the general assemly's misunderstanding) left us with no real recoarse to correct what we saw as an incorrect application of the Bylaws other than amending the Bylaws. If amended to remove the Outreach Committee (not include it in the standing committees) then that would be a viable solution, correct?
P. S. If this reply doesn't show up as from the op it is because I am posting from my phone and not my computer.

Okay, I think you all are getting the gist of what happened, But to be sure, and hopefully, to make things more clear I will bullet point what happened, All references are from the screencap at the top of the thread. I also will add additional background information.

• The general assembly reorganizes ever two years. The standing committees were created last year (before I became a member of the general assembly) and were adopted by the general assembly 3/4 of the way through the 2-year term. They were organized the following month.

• General assembly holds it's bi-annual reorg meeting in December, new members (and continuing members vote and adopt new Bylaws. In this case, they were without change (or little change) from the previous bylaws, the new executive board is elected at this time. The election was close, the previous Chairman was controversial, and his chosen successor lost the election (likely because he was so controversial).

• The former chairman refuses to hand over intellectual properties of the organization, i.e., email server access, fb pages, mailing lists, etc. It took the new executive board over two months to finally gain complete access.

• The call to reorganize the standing committees could not go out within the bylaws designated timeline of 45 days. Once it was possible all previous chairs issued a call to reorganize their standing committees except the Outreach committee, chaired by a "loyalist" to the previous controversial chairman. That committee sent out a personal emailed call to reorg to only 45 people - all loyalist to the former chair. We have no way of knowing if these people were previous members of the committee because our bylaws lack the instruction to make that known to the general assembly. (Crazy, I know). The list became known when a copy of that call to reorg was obtained and the email addresses attached to it. All were current or former members of the general assembly and the former general assembly chair (who is not a current member of the general assembly}.

• (Copied from above, edits and additional info in brackets) "We have a standing committee that our Bylaws state is to be reorganized every two years with a new call to the [general assembly] to vote on a new chair [at the standing committee reorg meeting]. The bylaws state "any who wish to participate at the organizational meeting." The issue is that the previous chair did not notify all the members of [the general assembly] when that meeting was happening. So a new chair was elected with only a fraction of members being notified (I was not one of them [and desired to be in the committee]). I wish to make a motion to have the committee suspended until a new meeting is called by the chair of the [general] assembly so that he can issue it to every member of the organization. I was made aware of the issue when the agenda for the upcoming meeting had the "new" chair listed as reporting for the committee. When I spoke to our [current] chairman about the issue, he told me to make the motion"

• The new chair of that committee that was elected was the controversial former chair of the general assembly, as all the "members" were loyalists to him. Again we have no way of knowing who the members were.

• I was under the impression (as I believe most of the general assembly was) that at a reorg meeting everyone in attendance that was interested in being a member of the standing committee could participate and vote for the new chairman of the standing committee. Similar to what is done at the general assemblies reorg, though there, members of the general assembly *are* chosen before the reorg meeting of the general assembly. I made my motion accordingly with that presumption. The motion was, "I move that the reorganization vote of the Outreach Committee be considered null and void because a proper call for the meeting was not issued, therefore, a new meeting should be called by the Chairman [name of current general assembly chairman]. I spoke to the motion using Article 18, Section 2.a) as the authority for the assembly to enact the proposed motion. And Article 18, Section 2.G giving the assembly the cause for the proposed motion. Concluding with, “I would like to see a fair call made by our chairman so that every member of the assembly can be afforded the opportunity to volunteer for the Outreach Committee and participate in an election for its chairman." Three spoke in opposition, the old chairman claiming to have sent the email to everyone (I rebutted stating I had a copy of the email that identifies only 45 being "invited to participate", the Bylaws Committee chair stating that he did not believe the assembly had the authority to do it and another member that said all the committees should be scrapped because none of them met the required 45 day time frame. [Not all members knew the reason why that happened, and I did not want to open that can of worms]. No one spoke against it saying even if every one of the general assembly came, *only* those that were previous members would be allowed to vote. Not even the Bylaws chairman that I later found out knew about this and in fact, enforced it in his reorg meeting.

• Now the events of the Standing Committee that I posted most recently take place earlier this week.

Have I made it more clear (I hope)? does it alter or confirm more solidly your conclusions?

6 hours ago, Shmuel Gerber said:

 

It seems to me that the committee chair may have been doing what was necessary to protect the committee's ability to conduct its business without interference from non-members (or non-voting members), and that those other people (the assembly chairman, the OP) might be the ones, if any, to whom some reprimand is due.

Interesting, thanks for your honesty.

So do you agree with Josh Martin that the general assembly's Chairman was wrong in his interpretation that the section being used to deny members (of the general assembly) to vote (in the reorg meeting) should be interpreted as inclusive, not exclusive?

6 hours ago, Josh Martin said:

Well, that may be helpful to deal with the problematic chairman, but that does nothing to address the central issue here, which is the voting rights of new committee members.

Truth

8 hours ago, Drake Savory said:

One solution may be for the parent organization to prefer charges against the committee chair for their (non) handling of your motions to adjourn and have them removed from their chairmanship.

Well, they elected a new chair...

12 hours ago, Josh Martin said:

In the long run, the bylaws should be amended to clarify this issue, but in the interim, the bylaws may be interpreted by the membership (or by the board, in between meetings of the membership).

Until the bylaws are amended, however, I personally think the committee chairman is unfortunately correct. Your rules provide that voting rights are granted to persons who were committee members prior to the time that the call was sent. I do not think the rule which provides that the Board or CCRC may give directives to committees is sufficient to authorize these groups to suspend the bylaws.

I certainly do not think that the language in question is sufficient to “suspend or dissolve” the committee.

Thank you.