Removal of Execuctive Board Member

[Guest Rod]

I've read the FAQ, and while it gives valuable information, my question is rather specific. The entire executive board with the exception of one person has resigned rather than to continue to deal with this person. The members all fear that the PTO is near dissolution unless this member is removed. Since this person is the only one remaining of the executive board, and the bylaws state that the executive board will select new members by vote, the interpretation is that this person will have carte blanche to select an entirely new executive board. Do the members have an option to remove this person before this happens, or otherwise prevent her from hand picking the entire executive board?

[Rob Elsman]

I've read the FAQ, and while it gives valuable information, my question is rather specific. The entire executive board with the exception of one person has resigned rather than to continue to deal with this person. The members all fear that the PTO is near dissolution unless this member is removed. Since this person is the only one remaining of the executive board, and the bylaws state that the executive board will select new members by vote, the interpretation is that this person will have carte blanche to select an entirely new executive board. Do the members have an option to remove this person before this happens, or otherwise prevent her from hand picking the entire executive board?

What you bring up is exactly the reason why the organization should put on trial for dereliction of duty, and convict, each of the board members who refused to complete their terms. When they accepted their offices, the good of the organization was placed in their care in a special way, and it was their particular duty to see to it that the organization came to no harm. The only member of the board who has chosen to perform her duty is the very one you want to get rid of. You've got it all wrong. Keep her on-board, and punish all the others.

[Robert B Fish]

I've read the FAQ, and while it gives valuable information, my question is rather specific. The entire executive board with the exception of one person has resigned rather than to continue to deal with this person. The members all fear that the PTO is near dissolution unless this member is removed. Since this person is the only one remaining of the executive board, and the bylaws state that the executive board will select new members by vote, the interpretation is that this person will have carte blanche to select an entirely new executive board. Do the members have an option to remove this person before this happens, or otherwise prevent her from hand picking the entire executive board?

Yes, Assuming you are talking about action by the MEMBERSHIP to remove a member of the EXECUTIVE BOARD and not action by the resigned members of the EB.

-Bob

[David A Foulkes]

I've read the FAQ, and while it gives valuable information, my question is rather specific. The entire executive board with the exception of one person has resigned rather than to continue to deal with this person. The members all fear that the PTO is near dissolution unless this member is removed. Since this person is the only one remaining of the executive board, and the bylaws state that the executive board will select new members by vote, the interpretation is that this person will have carte blanche to select an entirely new executive board. Do the members have an option to remove this person before this happens, or otherwise prevent her from hand picking the entire executive board?

Well, a couple sticky issues here. Resignations need to be accepted by vote to be official, and the body that is responsible for filling the position must accept it at a meeting. Typically for an executive board (EB) position it's the general membership, but not always, so check your bylaws. Who elects the EB? Technically, until accepted, the resignations are still "pending" and the EB members are still on the EB.

It's doubtful the person remaining on the EB can do much, and you don't say if it's the president or not. But should this person attempt to call a meeting of the EB, and be the only one there, and if the resignations haven't been accepted yet, then it's highly unlikely the requirement for quorum will be met, and so any action taken by this person would be null and void.

Did this remaining EB member violate any rules or commit other such punishable offenses, or is this person just hard to get along with? And it would be a lot easier if I could type "he" or "she" instead of "this person" all the time. Just sayin'.....

[Guest Guest]

Yes, Assuming you are talking about action by the MEMBERSHIP to remove a member of the EXECUTIVE BOARD and not action by the resigned members of the EB.

-Bob

Yes. It is my understanding that there are 3 levels in the organization (PTO): executive board, board, and standard members. Voting members are outlined in the bylaws as any parent who attends at least 3 meetings in a calendar year. The person in question wrote the bylaws (after reviewing them myself, they are filled with errors and contradictions, but that's neither here nor there if the members approved them; they're stuck with them until they can amend them). My understanding is that this one person has continued to cause major problems for the PTO for such a lengthy time period as to have the rest of the executive board to resign in protest. I am not a member myself, but was asked for some clarification questions. The voting members are wondering if they have the ability to remove the final person from the executive board and re-elect an entire new board. Do they have to have a trial in order to do this?

[Rob Elsman]

Well, a couple sticky issues here. Resignations need to be accepted by vote to be official, and the body that is responsible for filling the position must accept it at a meeting. Typically for an executive board (EB) position it's the general membership, but not always, so check your bylaws. Who elects the EB? Technically, until accepted, the resignations are still "pending" and the EB members are still on the EB.

It's doubtful the person remaining on the EB can do much, and you don't say if it's the president or not. But should this person attempt to call a meeting of the EB, and be the only one there, and if the resignations haven't been accepted yet, then it's highly unlikely the requirement for quorum will be met, and so any action taken by this person would be null and void.

Did this remaining EB member violate any rules or commit other such punishable offenses, or is this person just hard to get along with? And it would be a lot easier if I could type "he" or "she" instead of "this person" all the time. Just sayin'.....

The general rule is that the body who has the power to fill the vacancy is the body that is empowered to accept the resignation. In this case, it seems to be the board, since the board has the power to fill the vacancy.

[David A Foulkes]

The general rule is that the body who has the power to fill the vacancy is the body that is empowered to accept the resignation. In this case, it seems to be the board, since the board has the power to fill the vacancy.

Okay, I missed that. Still, at this potential "meeting of one" to accept the resignations, would you not agree that a quorum won't be present (since the resigning members are actually still members until their resignations are accepted), and thus the resignations can't be legitimately accepted?

[Guest Guest]

Well, a couple sticky issues here. Resignations need to be accepted by vote to be official, and the body that is responsible for filling the position must accept it at a meeting. Typically for an executive board (EB) position it's the general membership, but not always, so check your bylaws. Who elects the EB? Technically, until accepted, the resignations are still "pending" and the EB members are still on the EB.

It's doubtful the person remaining on the EB can do much, and you don't say if it's the president or not. But should this person attempt to call a meeting of the EB, and be the only one there, and if the resignations haven't been accepted yet, then it's highly unlikely the requirement for quorum will be met, and so any action taken by this person would be null and void.

Did this remaining EB member violate any rules or commit other such punishable offenses, or is this person just hard to get along with? And it would be a lot easier if I could type "he" or "she" instead of "this person" all the time. Just sayin'.....

Her And I'm not sure of the exact details as to why the members and former board members want her removed. I will have to follow up.

According to the bylaws:

"Section 7.3 – A vacancy occurring in an office shall be filled by a vote of a majority of the Executive Board with the consent of the nominee. In case of a vacancy in the office of President, shall be filled by the Vice-President who in turn shall appoint for the remainder of the term."

This is what is giving the impression that since she is the only one left on the exec board, she can choose who to fill the rest of the positions.

[Guest Guest]

Okay, I missed that. Still, at this potential "meeting of one" to accept the resignations, would you not agree that a quorum won't be present (since the resigning members are actually still members until their resignations are accepted), and thus the resignations can't be legitimately accepted?

Well, here's one of those examples of a poorly written bylaw I mentioned earlier:

"Section 10.7 – The majority of members present at any meeting shall constitute a quorum."

The way it's worded, there will always be a quorum because even if one person is present, they are a majority. 1 > 0.

[David A Foulkes]

Well, here's one of those examples of a poorly written bylaw I mentioned earlier:

"Section 10.7 – The majority of members present at any meeting shall constitute a quorum."

The way it's worded, there will always be a quorum because even if one person is present, they are a majority. 1 > 0.

Oh-oh!

[Rob Elsman]

Okay, I missed that. Still, at this potential "meeting of one" to accept the resignations, would you not agree that a quorum won't be present (since the resigning members are actually still members until their resignations are accepted), and thus the resignations can't be legitimately accepted?

The resignations cannot be accepted at an inquorate meeting. All the more--the deserters, having been entrusted with the care of the society in a special way, had no right to put the organization through this kind of havoc; indeed, they had the positive duty to prevent it.

[Rob Elsman]

Well, here's one of those examples of a poorly written bylaw I mentioned earlier:

"Section 10.7 – The majority of members present at any meeting shall constitute a quorum."

The way it's worded, there will always be a quorum because even if one person is present, they are a majority. 1 > 0.

[David A Foulkes]

I think what Mr. Elsman is saying is..... SOL, not LOL. Seems like you might be looking at a rough road ahead. Nonetheless, despite your very badly worded bylaws, and unless there's a whole lot more in there to the contrary, the general membership should still retain ultimate authority, even over the EB. Another look at FAQ #20 and a careful read of Chapter XX In RONR 10th Edition (as well as your bylaws, particularly on the topics of discipline and removal from office) is warranted.

[Guest Guest]

My gut feeling on this is that the members will have to vote on a ratification to the bylaws before they can do anything. And then go from there.

And they do need to change the bylaws anyway because one of them happens to violate the state law on anti-discrimination. But I digress.

[hmtcastle]

The way it's worded, there will always be a quorum because even if one person is present, they are a majority. 1 > 0.

Unfortunately, that's true. But the fact that one is greater than zero has nothing to do with it.

[David A Foulkes]

My gut feeling on this is that the members will have to vote on a ratification to the bylaws before they can do anything. And then go from there.

And they do need to change the bylaws anyway because one of them happens to violate the state law on anti-discrimination. But I digress.

And I'd suggest you enlist the aid of a parliamentarian to review and assist in fixing the bylaws. If these three examples are the only things wrong with them, I'd be very surprised. Who knows, you may not even have an Executive Board in the first place!

Good luck.

[Guest Guest]

OK, well I got some more information that may be relevant. In the bylaws under membership, it states:

"Section 5.1: Indian Hills PTO membership will be open to parents and teachers, as defined in section 2.1, of Indian Hills Elementary School."

"Section 6.1: Only one family member of an Indian Hills student can be on the Executive Board."

Section 2.1 states:

"...creating an alliance between teachers and administrative staff (hereinafter "teacher") and parents*/guardian (hereinafter "parent").

* The term "parent" is not restricted to biological parents."

So here is the question. The lady in question is not a parent of any student in the school. She doesn't even live in the school's district. She is the wife of a man who does have a student in the school (he is not part of the board or membership), but neither of them have custody of the child. The biological mother has full custody. In fact, the lady in question has had to be removed from volunteering in classroom activities due to a conflict of interest.

So...is "step parent" the same as "parent" as described in the bylaw, even if she does not have legal guardianship or custody of the child? Is she considered a family member of said child if the child is not biologically hers and she has no guardianship?

[hmtcastle]

So...is "step parent" the same as "parent" as described in the bylaw, even if she does not have legal guardianship or custody of the child? Is she considered a family member of said child if the child is not biologically hers and she has no guardianship?

You shouldn't be surprised to learn that RONR has nothing to say about this.

[Josh Martin]

So...is "step parent" the same as "parent" as described in the bylaw, even if she does not have legal guardianship or custody of the child? Is she considered a family member of said child if the child is not biologically hers and she has no guardianship?

It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Since this seems to be a public body, there may be applicable laws involved as well, and for that you should consult a lawyer.

The only thing I would note is that RONR does not require that someone must be a member of the society to be a board member. So even if this individual is not a member, that would not necessarily prevent her from serving on the board. The assembly is still free, of course, to take disciplinary action if you believe that is warranted. See FAQ #20.