Guest Angela Posted July 16, 2011 at 03:29 AM Report Share Posted July 16, 2011 at 03:29 AM One of our board members has not attended any meetings since December, has not communicated with the board since December or upheld the duties of the role as a board member. Our by-laws state The Executive Board members shall be elected by ballot at the annual meeting of the league. They shall hold office for two years, and may be eligible for re-election. There is no provision in our current by-laws to remove a board member. How can we remove the board member? Link to comment Share on other sites More sharing options...
Tim Wynn Posted July 16, 2011 at 03:31 AM Report Share Posted July 16, 2011 at 03:31 AM One of our board members has not attended any meetings since December, has not communicated with the board since December or upheld the duties of the role as a board member. Our by-laws state The Executive Board members shall be elected by ballot at the annual meeting of the league. They shall hold office for two years, and may be eligible for re-election. There is no provision in our current by-laws to remove a board member. How can we remove the board member?The hard way. See RONR(10th ed.), p. 643, l. 6-14. Link to comment Share on other sites More sharing options...
Guest Board Member Posted December 20, 2011 at 10:50 PM Report Share Posted December 20, 2011 at 10:50 PM Does this mean that if the investigative trial committee makes the determination that there has been misconduct, that the entire membership is the body responsible for potentially adopting the investigative committee's findings, or is it the board of directors who potentially adopts the investigative committee's findings.Our membership votes for the directors, but the board wants to remove one of them. Robert's does not seem to clarify if it is the entire membership who makes this determination or if it is the board of directors. Robert's also is not clear as to whether it is the board or the membership who appoint the investigative committee (board or membership).I apologize if these questions have already been answered. Robert's is a tough read, and I couldn't find clarity in the FAQ20, or in the forum.Thanks, Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 20, 2011 at 11:48 PM Report Share Posted December 20, 2011 at 11:48 PM Robert's does not seem to clarify if it is the entire membership who makes this determination or if it is the board of directors. Robert's also is not clear as to whether it is the board or the membership who appoint the investigative committee (board or membership).The board has only the authority given it by the bylaws (or other adopted rules). So an organization starts out with no board and a board starts out with no authority.Put another way, the default authority rests with the general membership. I'd say that's especially true when it comes to removing a member of the board who was elected by the general membership. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 21, 2011 at 12:31 AM Report Share Posted December 21, 2011 at 12:31 AM Does this mean that if the investigative trial committee makes the determination that there has been misconduct, that the entire membership is the body responsible for potentially adopting the investigative committee's findings, or is it the board of directors who potentially adopts the investigative committee's findings.Our membership votes for the directors, but the board wants to remove one of them. Robert's does not seem to clarify if it is the entire membership who makes this determination or if it is the board of directors. Robert's also is not clear as to whether it is the board or the membership who appoint the investigative committee (board or membership).Unless your rules provide otherwise or the general membership chooses to delegate authority to the board (or to a committee) in a particular case, the general membership handles all stages of the disciplinary process - including appointing the investigative committee, adopting the resolution presented by the investigative committee, and making the final determination on the penalty (and this is hardly a complete list of the steps).I would strongly recommend that you read RONR, 11th ed., pgs. 654-669 in its entirety before proceeding. The procedures are quite lengthy and complex, and I suspect further review may be necessary. For one thing, you seem to be combining two separate committees (and two separate stages of the process) into one by talking about an "investigative trial committee." We can try to answer further questions which arise, but you may also wish to consider whether the organization could use the assistance of a professional parliamentarian.I apologize if these questions have already been answered. Robert's is a tough read, and I couldn't find clarity in the FAQ20, or in the forum.Don't worry, it's quite understandable. FAQ #20 is only intended to clarify whether formal disciplinary procedures are required or whether the simpler procedure of rescinding the election is permissible. The formal disciplinary procedures are far too lengthy and complex to summarize in a FAQ. Specific questions about disciplinary procedures also tend to be rare on the forum, so I'm not surprised you didn't find an answer there either. Link to comment Share on other sites More sharing options...
alanh49 Posted December 21, 2011 at 04:59 AM Report Share Posted December 21, 2011 at 04:59 AM If the organization is incorporated talk to a lawyer the law may give you options that RONR doesn'tAlso you could just ask the member in question to resign from the board Link to comment Share on other sites More sharing options...
David A Foulkes Posted December 21, 2011 at 12:49 PM Report Share Posted December 21, 2011 at 12:49 PM One of our board members has not attended any meetings since December, has not communicated with the board since December or upheld the duties of the role as a board member. Our by-laws state The Executive Board members shall be elected by ballot at the annual meeting of the league. They shall hold office for two years, and may be eligible for re-election. There is no provision in our current by-laws to remove a board member. How can we remove the board member?Do your bylaws include any requirements for attendance at meetings, or communicating with the board on a regular basis?As we are still in the month of December, shall we assume not attending meetings "since December" means a year ago?Under Term of Office in the bylaws, is there language such as "two years or until his successor is elected?" Or is it just "two years" and no more? Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 21, 2011 at 01:25 PM Report Share Posted December 21, 2011 at 01:25 PM As we are still in the month of December, shall we assume not attending meetings "since December" means a year ago?Angela posted her question in July and is unlikely to be the "board member" who revived this topic. Link to comment Share on other sites More sharing options...
David A Foulkes Posted December 21, 2011 at 01:31 PM Report Share Posted December 21, 2011 at 01:31 PM Thanks Edgar. I obviously had not noticed this was a six-month-old thread. Still only on my second cup. Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 21, 2011 at 01:38 PM Report Share Posted December 21, 2011 at 01:38 PM Thanks Edgar.You're quite welcome. We guests have to watch out for each other (since the members seem indifferent to our plight). Link to comment Share on other sites More sharing options...
jstackpo Posted December 21, 2011 at 02:32 PM Report Share Posted December 21, 2011 at 02:32 PM Oh, now behave yourself, Guest_Edgar_. Link to comment Share on other sites More sharing options...
Guest little league Posted August 29, 2012 at 01:08 PM Report Share Posted August 29, 2012 at 01:08 PM My apologies for jumping in on another's discussion, but I have a similar question...We have a situation where 3 of our dozen or so board members have missed 5 regular monthly meetings. Our by laws simply state: ".....once five missed meetings is met then the Board of Directors will vote on your eligibility to continue on the board for the remainder of the season."If I understand this correctly, this by law basically supersedes what might be interpreted in RONR regarding removal of members, where removal options range anywhere from resignation to trial. Our bylaws do not discuss discipline in any way, except in matters that violate the "code of conduct". This is a seperate document, dealing solely with inappropriate behavior of members, coaches, players, etc..such as physical or verbal threats, inappropriate language, arguing with umpires etc...Completely unrelated in my opinion and I believe the entire board would agree (very rare).Some background, all board members terms expire at the Sept meeting, the annual meeting of the general membership, where a new board will be elected by the general members. All three of these board members missed their 5th meeting as of August. The next opportunity to "hold trial" would be at the final meeting of this board. This fact and its logical implications are shared by a majority of the board, that it is rather pointless to symbolically oust members at their final meeting. Basically, it is the opinion of the President, who is driving the agenda, that we have to follow our bylaws, period, there is no provision to ignore them in the last month.Probably the simplest resolution, folow the passage from our bylaws quoted above. The question then, are these 3 prohibited from voting on their own fate? If charged individually, 3 seperate motions, then being a single member charged and not part of a "group" would they be prohibited or discouraged from voting? Further complicating this, 2 of the 3 "on trial" have uncharged spouses on the board. Are the spouses allowed to vote with an apparent conflict of interest? Then, after we sort out who can vote, what is the total count of votes to determine 2/3? Starting with 12 members.Another question, if its not too much to ask, are these members no longer considered "in good standing", prohibited from participating in any business until the case of missed meetings is resolved?As you can see, we have a perfect storm of vague bylaws, exacerbated by an out of control ( and soon to be out of office) president, in a hurry to deliver justice. She just recently declared an attempted email vote to remove the members as null and void due to the amount of conflict it generated.Thanks for any clarification you can provide. Link to comment Share on other sites More sharing options...
Guest Louise Posted August 29, 2012 at 02:55 PM Report Share Posted August 29, 2012 at 02:55 PM Do your bylaws include any requirements for attendance at meetings, or communicating with the board on a regular basis?...Under Term of Office in the bylaws, is there language such as "two years or until his successor is elected?" Or is it just "two years" and no more?Is it necessary, do you think, to have attendance and communication requirements of Board members in the bylaws if an organization also has the "or until his successor is elected" phrase included in its bylaws? Link to comment Share on other sites More sharing options...
Josh Martin Posted August 29, 2012 at 10:38 PM Report Share Posted August 29, 2012 at 10:38 PM Probably the simplest resolution, folow the passage from our bylaws quoted above. The question then, are these 3 prohibited from voting on their own fate?No, unless your Bylaws so provide. So far as RONR is concerned, a member always retains the right to vote unless his rights are under disciplinary suspension, and it would seem that they aren't (yet). RONR does provide for disciplinary suspension for members who are undergoing disciplinary procedures, but your organization has its own disciplinary procedures for this situation.RONR does note that a member should not vote on an issue of personal or pecuniary interest not in common with other members, but such a member cannot be compelled to abstain.If charged individually, 3 seperate motions, then being a single member charged and not part of a "group" would they be prohibited or discouraged from voting? Based on the principle above, the provision that the members "should not vote" would be strengthened if they were charged individually, but they would not be prohibited from voting.Further complicating this, 2 of the 3 "on trial" have uncharged spouses on the board. Are the spouses allowed to vote with an apparent conflict of interest?Yes. Whether they should vote depends on how broadly they interpret the "personal interest" provision.Then, after we sort out who can vote, what is the total count of votes to determine 2/3? Starting with 12 members.They can all vote unless your Bylaws provide otherwise, and even if your Bylaws do prohibit some of the members from voting, a 2/3 vote is based on the number of members present and voting. If a member does not vote, it does not affect the outcome, regardless of whether he couldn't vote, chose not to vote, or was not present.Another question, if its not too much to ask, are these members no longer considered "in good standing", prohibited from participating in any business until the case of missed meetings is resolved?Based on what you have said, your Bylaws have very little to say on this subject and none of what you've posted suggested they have lost good standing or their rights of membership. Unless there is something else in the Bylaws which provides otherwise, it would seem to me that they continue to be in good standing and enjoy all the rights of membership on the board during the consideration of their case.Is it necessary, do you think, to have attendance and communication requirements of Board members in the bylaws if an organization also has the "or until his successor is elected" phrase included in its bylaws?It is not necessary, but it may be helpful. I find it is generally easier to convince an assembly that Officer X has failed to perform his duties and should therefore be removed from office when those duties are clearly defined. Link to comment Share on other sites More sharing options...
Guest Edgar Posted August 30, 2012 at 12:05 AM Report Share Posted August 30, 2012 at 12:05 AM Surely Mr. Martin deserves some kind of award for answering not one but two questions piggy-backed (some would say "hijacked") onto a thread that's half a year old.I suspect Guest_Louise wouldn't have found the thread if Guest_little league hadn't resurrected it. And now Mr. Martin (no Guest, he) has kept it alive. Kudos, Mr. M. Link to comment Share on other sites More sharing options...
Louise Posted August 30, 2012 at 12:54 AM Report Share Posted August 30, 2012 at 12:54 AM Surely Mr. Martin deserves some kind of award for answering not one but two questions piggy-backed (some would say "hijacked") onto a thread that's half a year old.Is it even possible to (technically) hijack a thread that is over six months old? I suspect Guest_Louise wouldn't have found the thread if Guest_little league hadn't resurrected it. And now Mr. Martin (no Guest, he) has kept it alive. Kudos, Mr. M.Quite right. It was (as always) very informative, old thought it may have been.Thank you (again), Mr. Martin. Link to comment Share on other sites More sharing options...
Guest little league Posted August 30, 2012 at 07:01 PM Report Share Posted August 30, 2012 at 07:01 PM Yes Mr. Martin, Thank You so much. After I read my post I wished I had taken smaller bites, surprised and impressed it was answered, and quickly!!! Link to comment Share on other sites More sharing options...
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