Inquisitive Secretary

In that case, what does the Vacancies section refer to?

Thank you for that opinion. What would censuring the President accomplish?

Our board is looking to fill a recent vacancy (a board member resigned) Here are the only 2 references to fill board vacancies in our by-laws, which seem to possibly conflict, and are being interpreted as, "the board can appoint new board members to vacancies without the input of the membership": Vacancies. Vacancies in an office or on the Board of Directors shall be filled by a majority voting at any regular or special meeting of said board, a quorum being present, and the person thus elected shall hold office for the unexpired term of the office or the director position that he or she has been chosen to fill. Members may fill any vacancy not filled by the Board at a Special Meeting noticed for that purpose. Powers and Duties. Subject to the limitations in the Articles of Incorporation, these Bylaws and applicable law, the business and affairs of the Club shall be managed and all corporate powers shall be exercised by or under the direction of the Board, including, without limitation, the power and authority: A. to make and amend Rules and Regulations for the regulation and management of the grounds and clubhouse B. to make contracts, including the establishment and supervision of comprehensive instructional programs C. to appoint and remove all agents, employees and independent contractors D. to elect and reject candidates for membership and accept resignations of Members. E. to reprimand a Member, orally or in writing, regarding misconduct or violations of these Bylaws or rules and regulations by the Member or the Member’s guests. F. to fill vacancies on the Board of Directors or among the officers of the Club, whether arising from death, resignation, removal or any other cause. G. to levy dues, assessments and fees. At the Annual Meeting each year, the Board shall make a full report on the affairs of the Club and shall submit the Treasurer's report as called for in Article VII, Section 5. Pursuant to Section 6321 of the California Corporations Code the Board shall prepare and send an Annual Report to all members via electronic transmission not later than 120 days following the close of the Club’s fiscal year. H. to borrow funds, provided that the total indebtedness of the Club shall not exceed 50% of book equity, up to $75,000, outstanding at one time unless approved by the membership. I. to keep complete records of all their meetings and acts of all proceedings of the Members.

To be more precise, the President was contacted via telephone by one of our members asking to make the board aware of an issue with one of our fellow board members which might result in the member pursuing a lawsuit against that board member. This phone discussion was several days before a scheduled, closed-session board meeting, which was being held to discuss this exact topic/board member, in which there were motions and votes. The President, instead of sharing the information with the board (as was the intention of the member) called the Vice President and they decided they would withhold this information and not make it available to the other board members until 2 days after the meeting. From our by-laws, we don't have anything specifically regarding discipline of board members, only members (which board members must be to qualify for a board seat) Suspension and Expulsion of Members. Any Member, including either or both adults under a Family Membership, may be suspended, expelled or disciplined by the affirmative vote of at least three-fourths (3⁄4) of the entire Board, acting at a regular or special meeting, for conduct which in the opinion of the Board is a) materially and seriously prejudicial to the Club’s purposes and interests, or b) in material violation of the rules and regulations of the Club. No Member shall be expelled or suspended from the Club (other than the automatic suspension as a result of the provisions of Section 2.10) except after a hearing held in compliance with this article. The Member shall be given notice of an opportunity to respond to the charges, orally or in writing at a hearing to be held before the Board. Such notice shall be in writing and shall be delivered personally or sent by certified mail, with return receipt requested, to such Member not less than fifteen (15) days prior to the date upon which the hearing will be held. The notice shall set forth the charges against him or her, the identity of any witnesses whose testimony will be considered, a copy of any written statements of such witnesses, and the date, time and place of the hearing to be conducted by the Board to consider such charges. After the hearing, the Board shall privately consider the matter and vote. Written notice of the decision shall be given to the Member in the same manner as the notice of hearing was given. A determination to expel or suspend a Member shall take effect no earlier than five (5) days after such written notice of the action of the Board has been given to the Member. An expelled Member shall receive a prorated refund of dues already paid. In any matter in which the Board has the power to suspend or expel a member, the Board may also elect, in lieu thereof, to impose without a hearing, unless the Member requests, such less severe measures with respect to the Member as may be necessary or advisable to redress the misconduct of the member. Removal. A director who is absent for three (3) successive regular meetings of the Board, or four (4) meetings in one year may be asked to resign from the Board of Directors by a majority vote of the other directors. Any director may be removed from the Board, with or without cause, by a majority vote of the Members at a Special or Annual Meeting. I don't want to remove these board members, just compel them to behave appropriately.

What to do if the board president and vice president confer privately about board business, make decisions and act on those decisions without the knowledge of the remaining board members until after the fact? I sit on a 9 person board of a 501c7 club. Four officers; President, Vice President, Secretary & Treasurer, and 5 Directors at large. From our bylaws: Rules of Procedure. The President shall be responsible for establishing an agenda at each meeting. Except as otherwise provided in these Bylaws, Robert’s Rules of Order, as Revised, shall govern all business proceedings of the Club. Number of Directors. A Board of Directors consisting of Nine (9) Members, including a President, Vice-President, Secretary, Treasurer, and five directors-at-large shall have sole management of the Club. Term of Office. Directors shall be elected at each Annual Meeting for a term of two (2) years, or the completion of an unexpired term. The terms of directors shall be staggered, with either four (4) or five (5) expiring each year. Directors shall serve until replaced. Section 4.3 Term Limits. No director shall be elected to more than three (3) two-year terms or a total of six (6) consecutive years, after which he or she shall not hold a position on the Board of Directors for at least one year. President. It shall be the duty of the President to preside at all meetings of the Club and of the Board of Directors, to appoint all committees, and to perform such other duties as ordinarily pertain to the office. Vice-President. The Vice-President shall assume all the powers and duties of the President in the absence of the President, and such other duties prescribed by the Board. Please let me know if any other information would be helpful to this discussion and thank you in advance!

Ah, thank you for that. I guess I was reading that the entire board must be present rather than a 3/4 affirmative vote the entire board. Our board consists of 9 members so that would be 6.75 members, or 7 I suppose. So we'll need at least 7 members present and all of them would need to vote yes to the disciplinary action. What if BOD members purposely no-show so the board can't act?

Hello, I'm hoping this is the right place for this question. A little background, I'm on the board of a 501c7 in the state of CA. Recently a member was accused of dangerous behavior that could have potentially harmed animals and others. Multiple written statements of the incident were sent to the board. As a discipline, we would like to suspend the member. However, the way our bylaws are written (not well in my opinion) we cannot enact ANY discipline whatsoever without a hearing with ALL board members in attendance. The issue with that is there are members on the board that are "friends" with this member and could just make themselves unavailable for a meeting, and therefore hobble the process. So, I guess my question is 2 fold. We are in CA so I wonder if there are state laws that supersede our bylaws (and I know this isn't the forum for that discussion) Secondly, I'm looking for a way to update our bylaws in a way that would allow the board to act more quickly when a member is deemed a danger or has exhibited dangerous behavior. Here are the bylaws: Section 2.11 Suspension and Expulsion of Members. Any Member, including either or both adults under a Family Membership, may be suspended, expelled or disciplined by the affirmative vote of at least three-fourths (¾) of the entire Board, acting at a regular or special meeting, for conduct which in the opinion of the Board is a) materially and seriously prejudicial to the Club’s purposes and interests, or b) in material violation of the rules and regulations of the Club. No Member shall be expelled or suspended from the Club (other than the automatic suspension as a result of the provisions of Section 2.10) except after a hearing held in compliance with this article. The Member shall be given notice of an opportunity to respond to the charges, orally or in writing at a hearing to be held before the Board. Such notice shall be in writing and shall be delivered personally or sent by certified mail, with return receipt requested, to such Member not less than fifteen (15) days prior to the date upon which the hearing will be held. The notice shall set forth the charges against him or her, the identity of any witnesses whose testimony will be considered, a copy of any written statements of such witnesses, and the date, time and place of the hearing to be conducted by the Board to consider such charges. After the hearing, the Board shall privately consider the matter and vote. Written notice of the decision shall be given to the Member in the same manner as the notice of hearing was given. A determination to expel or suspend a Member shall take effect no earlier than five (5) days after such written notice of the action of the Board has been given to the Member. An expelled Member shall receive a prorated refund of dues already paid. In any matter in which the Board has the power to suspend or expel a member, the Board may also elect, in lieu thereof, to impose without a hearing, unless the Member requests, such less severe measures with respect to the Member as may be necessary or advisable to redress the misconduct of the member (automatic suspension provisions in Section 2.10 is failure to pay fees and dues)