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  1. We are a small non-profit seeking to expand our Board of Directors. We request new BOD members work on committee for several months before nomination and election to BOD. Recently the nominating committee submitted a candidate for election who had worked on several committee projects over several months without incident. The candidate was elected to the BOD, in early May 2021. On the day of the next scheduled BOD meeting, which would be the first for this newly elected BOD member to attend, the individual became irate about a project of the organization. The individual approached employees of a funding partner and while speaking in a loud voice cursed them out. The individual then called the Executive Director of our non-profit and in a loud voice cursed at the individual and threatened to exit the organization. Our ED attempted to diffuse the situation on the telephone but had no further verbal communication with the newly elected BOD member. The newly elected BOD member attended the evenings BOD meeting. No mention made by either party of the incident that evening. In less than a weeks time the funding partner has approached the ED and indicated dis-satisfaction in the newly elected BOD members behavior. With exception of attending BOD meetings, our By-laws are silent on Disciplinary procedure. Our bylaws do reference Roberts Rules of Order as governing procedures unless covered otherwise in the By-laws. Officers of the Non-profit do not feel the behavior is consistent with an expected Code of Conduct, which we do not have separately or in our by-laws. What recommendations might you make to manage this situation?
  2. Between board meetings, we have had 3 members of our board resign due to conflicts on the board. As a nonprofit, what is the process that needs to be done if they have submitted their resignations via email and will not be at the next meeting? A few are asking to see the emails. I am under the impression that we just need to make the resignations noted on the minutes and the board acknowledge them. We do not have anything in our bylaws on how to handle this situation. Thank you for your prompt assistance.
  3. This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon. I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights. The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members. My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board. Thank you in advance for your help!
  4. Section 10. REMOVAL. The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions. There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote). PERSON 1- YES PERSON 2 - YES PERSON 3, PREZ - YES PERSON 4 - NO PERSON 5 - NO PERSON 6 - YES PERSON 7 ("Tom" being removed) - NO Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well. What does everyone think?
  5. Can the chairman of the board of a non-profit organization also be the president? Also, do they have voting privileges?
  6. Guest

    Board member resigns

    Bylaws state that the immediate past/former Director will be on the BOD. 1. Can this person resign from the BOD? 2. If this person can and does resign from the BOD, is she/he then replaced by the Director who served immediately prior to him/her? Or is the position left unfilled?
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