James Brown

I have heard back from the CPP-T and this is what they had to say… “Adopting a motion that "conflicts with the bylaws" is one thing, but adopting a motion on which the bylaws are silent is NOT a violation of the rules in the bylaws. My review of the bylaws did not mention "volunteers" at all. "Proper disciplinary procedures" are (usually, but not always) required to expel a member from an organization or an officer from their office. The principle does not apply to removing someone as a volunteer. As I recall, and with a quick review of them once again, the bylaws give the board broad powers, which would include addressing and deciding matters related to volunteers and their selection, in the absence of any other written policies on that area. I'm afraid that you will not find my opinion supportive, and that you are unlikely to prevail, and I don't want to waste your money.”

I am currently in talks with a certified and registered parliamentarian who hopefully can bring some clarity to this matter. It was my hope that I could get some answers on this forum as well.

It can. It may well be if the meeting with the removed parents does not yield any results.

Yes. However, special meetings can only be called by the president and the president has no desire to call a special meeting on this matter.

@Dan Honemann - I think the idea of raising a Point of Order at a General Meeting is a great idea. Unfortunately there are no General Meetings until the election in April, and our current bylaws only allow for General Meetings at the election and the budget meeting. All other meetings are board meetings. So the opportunities to make motions, and Points of Order are very limited. The current board wishes to stay in their current positions. In fact, the current president stated that their biggest fear is that a new president will be re-elected and the removed parents will be reinstated. It is extremely likely that if re-elected, this current culture will persist. Now… the board did recently agree to meet with these parents and these parents alone (under the stipulation that no motions will be made). The removed parents are going to attempt to reason with the board one last time before the election. So there is a possibility for remediations to happen. Hopefully that answers your question. We’re certainly not shying away, but lacking in opposites to make such a motion.

I would agree @Joshua Katz. An organization shouldn’t be hamstrung in case of “emergency”. However, I believe in a case by case basis and in this case the board had more than enough time to conduct an “investigation”, or to talk through and communicate with the removed parents. They could have at any time reached out to seek reconciliation and remediation. They did not. They chose instead to operate behind the scenes to remove these parents without the parents knowledge, operating as judge, jury and executioner in one move. I must stress that this removal was in no way, shape or form based on these parents’s interactions with students. It was based on interactions the parents had with members of the board. It boils down to a personality conflict between adults unfortunately. It resulted in the removal of parents from being able to be involved in their own child’s journey through this activity. These parents are being treated like criminals who are not allowed to be around children. Sadly, an actual accused criminal does receive their “day in court” whereas these parents did not.

@Richard Brown - I’m inclined to agree. I know that the parents who were removed from being able to volunteer certainly feel disciplined.

@Richard Brown - I’m not sure I answered your question completely. Two questions: first, is this organization incorporated? The statute which you cited refers to a specific type of nonprofit corporation. Are you incorporated and are you that type corporation? Our organization is incorporated and is a nonprofit 501(c)3. A booster club for middle school and high school band.

Looking at this Article from our bylaws, this appears to be the broad authority you’re referring to? ARTICLE IV BOARD OF DIRECTORS The Board of Directors shall be the managing body of XXAssociation. The Board of Directors shall be responsible for coordinating the XXAssociation’s affairs as well as establishing the budget and reporting the budget at the Annual Organizational Meeting. Other than this article, there is no mention of disciplinary actions or sanctions against members... I understand what you’re getting at, and also that a board needs some way to protect the organization from “disruptive members”. Otherwise it’s the Wild West. What concerns me is that the Wild West still seems to be alive and well in between the lines, or the gray areas of our bylaws, or RONR.

@Josh Martin - “So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society.” Does this mean all the board needs is “broad authority” granted by the bylaws in order to make decisions regarding discipline or sanctions?

@Josh Martin @Richard Brown - Not ALL, but some if not most of these parents rights have been ignored in this process. I can send you the bylaws if that would help. I have gone over them ad nauseam and can verify there is NOTHING regarding booster member discipline, possibly because there has never been a need for it…

@Richard Brown - 1. Yes they are incorporated. 2. They have been removed from volunteering in any capacity. This includes being able to volunteer for the organization’s largest fundraiser (which these parents have been a huge part of for the last several years). The parents were able to pay for membership fees with this fundraiser. Now they cannot. I believe the statute which I attached also refers to suspension. While this isn’t a true “Expulsion”, it is at least a significant blow or limitation to these parents being able to volunteer or fundraise. They are also prohibited from running for office, since that is also considered some form of volunteering…

Playing devil’s advocate… let’s say we have the board and membership in attendance at a general meeting. One of the removed parents raise a Point of Order for this very issue. How does this process play out? Is the Point of Order raised vague or generic or detailed? Would the Appeal mirror the Point of Order, followed by a Debate that carries more details or weight?

There is nothing in our bylaws about removing boosters. There are only provisions for removing board members.

The concern is that regardless of the merit of the board’s decision it appears they are not following anything set forth in the bylaws (which very clearly lack disciplinary procedures against booster membership). Without knowing anything about RONR section XX, or how it pertains to this scenario - the board appears to be using this in their favor, basically daring these parents to bring legal action against the board. The parents are hoping to avoid this, as it will potentially cause irreparable damage to the Band program. Unfortunately, with the board being unwilling to reason, it appears this may be the only avenue.

Indiana State Code on non profits. IC 23-17-8-2 Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is: (1) fair and reasonable; and (2) carried out in good faith. (b) A procedure is fair and reasonable under either of the following conditions: (1) The articles of incorporation or bylaws set forth a procedure that provides the following: (A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination. (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place. (2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances. (c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records. (d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination. (e) A member who has been expelled or suspended or whose membership is terminated may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion, suspension, or termination. As added by P.L.179-1991, SEC.1.

I am a booster member in a non profit 501(c)3 organization. The organization supports the Band programs at the middle school and high school level. Recently, the board removed 2 booster parents from being able to volunteer in any capacity for the remainder of their student’s HS career. This was due to “disruptive behavior” and conduct “detrimental to the program”. There was no trial, no offer of appeal, and no offer of remediation or reconciliation. Without going into excruciating detail, you’ll have to trust me when I say that these actions were the result of a personality conflict between the board president and these 2 parents. The board (spurred on by the president who has proven to be a manipulative, tyrannical bully) has shut down every avenue of discussion with the 2 parents. My question: There is nothing in our organization’s bylaws about removal/discipline of booster members. Is there something in RONR that would support this action from the board without trial, chance of appeal, etc.? P.S. The removed parents have already consulted an attorney regarding State Code as it appears to require a trial, and opportunity for appeal. Based on this action the board has finally agreed to a meeting, however no one involved expects this to really go anywhere due to the board’s previous actions. Thank you in advance for your advice!

Thank you!

Mr. Martin, can you provide more detail on the highlighted section? 1. I'm assuming the "chair" is the President - or in the case that the President is the member being removed - the Vice-President? 2. Does this mean the chair can hear the motion to remove, then decide it is "out of order" or in other words baseless and without merit? If I'm understanding our bylaws correctly, the motion to remove is voted on by the boosters. Is this where the "appeal" or vote comes into play? 3. What do you mean when you say "a member would appeal from the decision of the chair"? The wording of that seems odd. Maybe just to me lol.

As this is new ground for me, I'm not sure what I meant by "deal" with it either. I wasn't sure if there was bylaw jail or timeout LOL. I see merit in both methods of action regarding violations. Thank you!

In light of this information, how would an association deal with such a violation? There is nothing in our bylaws regarding violation of the bylaws. Is this something I would have to find in RONR or State Law?

I would add that initially, when the boosters requested the "intent to remove" meeting - they requested that it be held during a regularly scheduled BOARD meeting back in November of 2022. The group of boosters misunderstood that this was a board meeting and that board meetings were closed (the bylaws were amended in 2021, and several regularly scheduled booster meetings were removed). For what it's worth, there were members of the executive board, as well as regular board members who thought that all of the board meetings had an opportunity for open discussion with regular booster membership. They misinformed the boosters of this, and it was based on this information that the boosters moved forward with their "intent to remove" motion. To say the least there was a lot of confusion on both sides of this situation in the interpretation of the bylaws, closed meetings, open meetings, etc. I think it's safe to say that no one (including the board) really understood the bylaws, or RONRs relationship to them. I am thankful to this forum for clearing up several of those confusing situations, at least for myself My hope is that both sides come out of this with a clearer understanding of the rules and there are less ambiguities in our bylaws moving forward...

Back in November of 2022 - In our non-profit organization, a decision was made by several boosters to remove the board president out of office before the end of their term. The cause was "abuse of power and conduct unbecoming a member of the board." The members sent an email to the board secretary notifying them of their intent. The boosters felt this was supported, based on their interpretation of the By-Laws. They requested an "intent to remove" meeting. This was based on the Article from our bylaws shown below. ARTICLE IX REMOVAL OF OFFICERS AND DIRECTORS Any Officer or member of the Board of Directors may be removed from an elected position by three-fourths (3/4) of the Boosters present at any regularly scheduled, or Special meeting of Booster Association. Advance notice of intent to remove, at least seven (7) days prior to the meeting, shall be communicated to the Boosters. Any officer or Board Member may be temporarily relieved of responsibilities and authorities from an elected position by a three-fourths (3/4) vote of the Board of Directors until such time as there is opportunity for a removal vote at a regularly scheduled or special meeting of Booster Association. At such general meeting, the determination of the Board of Directors shall be confirmed by a majority vote, or if not, the Officer or Board Member shall continue in the elected position for the remainder of the unexpired term. What the boosters failed to realize is that the the only regularly scheduled booster meetings were at Election time in April, and once in May - the recently amended (May 2021) bylaws had removed the previous regular booster meetings which were held in August, November, December, January, April and May. Since the board made it clear that board meetings were closed to regular boosters, this meant there were no options to meet with the board at a board meeting, other than by invitation by the board president. With the president refusing to meet, this also meant the motion for an "intent to remove meeting" was effectively struck down. What the Executive board chose to do instead was to evaluate the merits and validity of the "intent to remove" motion in their booster board meeting, without allowing input or representation from boosters. They also chose not to make the other boosters aware that there was a motion made for an intent to remove. When the boosters realized that the board would be refusing to meet, they set upon a plan outline in state law that allows for a percentage of the voting boosters to demand a special meeting. A booster decided to email a large number of voting boosters, making them aware of the president's "abuse of power" and "conduct unbecoming a member of the board". The email requested the signatures of the boosters to demand a special meeting. The booster email ignored the "intent to remove", and focused solely on the demand for a special meeting. The board released a statement in response to the entire booster organization, saying that a meeting was not necessary and that they had already dealt with the issue. My questions regarding the possible violation of bylaws are: 1. Has the Executive board broken bylaws by choosing to vote on the merits of the "intent to remove" motion without ? 2. Have they broken bylaws by refusing to release the "intent to remove" motion to the boosters? 3. Has the board broken bylaws by attempting to thwart, or supersede State Law by claiming that they handled the issue themselves and that a meeting wasn't necessary? Thank you in advance for your assistance.

Understood. Thank you.