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The board is highly contentious. Minutes that were approved by previous members included references to a Guest making threats towards several board members during a meeting. Since then the board’s membership has changed, and the new board wants to revisit those minutes and remove that section of the minutes. Is this allowed, and what sort of issues should we be looking out for?
Guest posted a topic in General DiscussionWe 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?
This question has to do with which bylaws to follow in a nonprofit with the following structure: a national organization, with regional/satellite offices, and each regional/satellite office with volunteer chapter(s). The regional office has its own set of bylaws which outline the running of its chapters. Chapters previously did not have Chapter bylaws, rather a Chapter Manual Guide (CMG). Recently, the regional office restructured the CMG to include bylaws, but kept these new bylaws under the the cover/title of CMG. Is this even a thing (as in, can there be bylaws at several different layers of an organization)? Is it possible for there to both be chapter bylaws and regional bylaws? If so, which takes precedence in the event of conflicting language? There is a differing of opinions on which of these documents to follow. Is this a question for parliamentary procedure or legal standing?
Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with voting within Robert's Rules? (The 501c3 is a PTO of a public middle school.) (Don't even get me started on the additional inappropriate administrative powers that were also included in the Bylaws...) Thanks very much!