removal of a Board

[Guest sharon]

Some of you may remember my past questions and the helpful advice I got here in the forum. As the situation now stands. The Circuit Court has given the members the authority to call a Special Meeting of the Members for the purpose of removing and replacing one or more of our Directors. This authority is based on state law rather than our bylaws which have no provision for the need to remove a complete Board. Find and good. Now comes the next step. The Current Board has to call the meeting and the current Chair, according to our Bylaws, has to preside.

We intend to remove the whole Board, one at a time, after citing the violations of the Bylaws and dereliction of duty. Even if they call this meeting for 2am on a Tuesday, we will have enough participants. Feelings run high. Once the meeting is called, at what point can we remove the chair and elect a Chair ProTem? Once the meeting is called, at what point can we remove the chair and elect a Chair ProTem? We would welcome any other parlimentary advice on this difficult procedure. Where can we find it?

[Sean Hunt]

Some of you may remember my past questions and the helpful advice I got here in the forum. As the situation now stands. The Circuit Court has given the members the authority to call a Special Meeting of the Members for the purpose of removing and replacing one or more of our Directors. This authority is based on state law rather than our bylaws which have no provision for the need to remove a complete Board. Find and good. Now comes the next step. The Current Board has to call the meeting and the current Chair, according to our Bylaws, has to preside.

We intend to remove the whole Board, one at a time, after citing the violations of the Bylaws and dereliction of duty. Even if they call this meeting for 2am on a Tuesday, we will have enough participants. Feelings run high. Once the meeting is called, at what point can we remove the chair and elect a Chair ProTem? Once the meeting is called, at what point can we remove the chair and elect a Chair ProTem? We would welcome any other parlimentary advice on this difficult procedure. Where can we find it?

See Chapter XX of Robert's Rules for details of how this should proceed, if your bylaws say nothing about discipline. If they do say something about discipline, then follow that procedure. The chair can be removed by suspending the rule that requires him to preside. See this script for details on that.

[Gary c Tesser]

Also see FAQ #20, "How can we get rid of officers we don't like before their term is up?" at www.robertsrules.com/faq.html#20 , and Official Interpretation #2006-2, "SUSPEND THE RULES TO REMOVE PRESIDENT," at www.robertsrules.com/interp_list.html#2006_2 . (With respect for Dr Hunt, I suggest reading the FAQ and the O. I. here before reading the Oklahoma script.)

[Sean Hunt]

Also see FAQ #20, "How can we get rid of officers we don't like before their term is up?" at www.robertsrules.com/faq.html#20 , and Official Interpretation #2006-2, "SUSPEND THE RULES TO REMOVE PRESIDENT," at www.robertsrules.com/interp_list.html#2006_2 . (With respect for Dr Hunt, I suggest reading the FAQ and the O. I. here before reading the Oklahoma script.)

You flatter me. Dr. (?) Tesser has good suggestions, though - read the FAQ and OI before the script. I am too amused by the notion of carrying a gavel around on a regular basis.

[Guest Sharon]

We have used the "Suspend the Rules" procedure in the past. We needed to replace the Chairperson for the Annual Meeting of Members. Unfortunately, the Chair simply refused to acknowledge the motions/resolutions from that meeting and just said the meeting did not take place. RGGG..

Is it possible to remove Board members by simple motion and vote? The whole trial procedure seems awkward and time consuming and the Directors removed would retain their Association membership. We just want to vote them out. There have been many bylaws violations and some financial mismanagement. Control of the association must be put in safer hands.

[Sean Hunt]

We have used the "Suspend the Rules" procedure in the past. We needed to replace the Chairperson for the Annual Meeting of Members. Unfortunately, the Chair simply refused to acknowledge the motions/resolutions from that meeting and just said the meeting did not take place. RGGG..

In that case, do refer to the script and to the citations therein, as well as to page 642 of RONR, which has the basis for the procedure played out in the script.

Is it possible to remove Board members by simple motion and vote? The whole trial procedure seems awkward and time consuming and the Directors removed would retain their Association membership. We just want to vote them out. There have been many bylaws violations and some financial mismanagement. Control of the association must be put in safer hands.

See FAQ #20 (linked by Dr. Tesser) - or page 642 - about this one. If charges and a trial are necessary, I will defer to those who've actually dealt with those rules in more than a theoretical fashion to provide advice.

[Gary Novosielski]

Is it possible to remove Board members by simple motion and vote? The whole trial procedure seems awkward and time consuming and the Directors removed would retain their Association membership. We just want to vote them out. There have been many bylaws violations and some financial mismanagement. Control of the association must be put in safer hands.

It is quite possible that you can, if that power was granted by the court order, which it may well have been, based on your past comments. But if it is, then you are outside the parameters of RONR. At this stage of things, I have serious doubts that Chapter XX would be of any use to you. But I am not a lawyer, nor do I play one on TV nor on the Internet.

[Gary c Tesser]

A couple of thoughts.

1.

... Unfortunately, the Chair simply refused to acknowledge the motions/resolutions from that meeting and just said the meeting did not take place. RGGG..

Well, of course it's not up to the Chair to acknowledge or deny the meeting's actions, or the meeting's existence. I'm wondering whether, if the chair makes such declarations from his place in the room, it has any official standing, or should be disregarded. And what if the secretary puts such statements in the minutes, as if the statements were tantamount to a ruling?

(How about that? Anyone, please?)

1a. Tangentially, it reminds me of where this philosopher ("transcendentalist"), Margaret Fuller, addressing "the distinction between stoical acceptance of necessity and passionate embrace of the human condition, was often quoted as saying, 'I accept the universe.' “When some one repeated this phrase to Thomas Carlyle, his sardonic comment is said to have been: `Gad! she’d better!’"*

So, Sharon, did anyone object to the Chair's statements declaring that surreality was the order of the day? Did the secretary put them in the minutes, as official declarations?

(N. B. "Order of the day" in conversational, not parliamentary, parlance)

2.

Is it possible to remove Board members by simple motion and vote? The whole trial procedure seems awkward and time consuming and the Directors removed would retain their Association membership....

Adding to what has already been said:

Sharon, please look at your bylaws, and see what the terms of office are -- particularly, whether either the phrase "OR until their successors are elected" appears, or the phrase "AND until their successors are elected," or neither of them, appears there.

If it says "or until," then an officer's election can be rescinded -- see p. 642 - 643. (A question about the timing was raised a few years ago, and I don't remember its resolution. It's a bothersome question.) On the other hand. If it says "and until," then a trial is required. See p. 642 - 3.

2a. On another hand, if their behavior at this meeting (or any) is simply intolerable, then they can be disciplined on the spot, without a trial. See p. 626 - 629.

2b. Question: if the bylaws say "and until," can p. 626 - 629 be used to remove from office, superseding the p. 643 requirement for a trial to be held?

3. It occurs to me, too, that you might do well to engage an on-site parliamentarian.

4. Finally, something that needs saying sometimes (which is why I'm saying it now If I didn't think it needed to be said. You know how people will say "Needless to say, ..." but go ahead and say it anyway? LIke that, except phrased the opposite way, and with the identical result). With all due respect, Sharon: All of this has been put from Guest Sharon's point of view's statements. We here on the Internet have not heard the other side, if there is one.

(BTW, Member Hunt: I'm not Dr Tesser! That's Steven! Please! scshunt, I didn't know if it were Mr or Mrs or Miss or Ms or whatever, so I opted for the default)

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* www.ed.uiuc.edu/eps/PES-Yearbook/92_docs/THOMPSON.HTM