Board Member Unable to Attend Meeting, Was Not Informed She Was on Agenda

[mjr2inquire]

I, a Board member, notified our President a day or so ahead of Board meeting that I would be unable to attend due to personal situation. He customarily emails a Proposed Agenda to all Board members a day or more before each meeting, but did not send me one for this meeting. I found out days later than an item to discuss me was on the typed agenda presented to attendees at the beginning of the meeting, and a vote was taken which effectively removed me as Exec. Director and appointed someone else. Apparently, the President suggested at the meeting that the matter be tabled to a future meeting when I would be present, but the person who had requested the item be on the agenda insisted it be discussed that night. I was also informed days later by the person who made the motion that he was unaware I was the sitting Exec. Dir. (he thought there was NO current Ex. Dir.), so actually made a motion to remove me and appoint another person, when he believed he was merely motioning to fill a void. Would this be a situation ripe for me to lodge a formal appeal at the next meeting, as it seems there was a lack of clarity in many ways here?

[Larry Cisar]

I, a Board member, notified our President a day or so ahead of Board meeting that I would be unable to attend due to personal situation. He customarily emails a Proposed Agenda to all Board members a day or more before each meeting, but did not send me one for this meeting. I found out days later than an item to discuss me was on the typed agenda presented to attendees at the beginning of the meeting, and a vote was taken which effectively removed me as Exec. Director and appointed someone else. Apparently, the President suggested at the meeting that the matter be tabled to a future meeting when I would be present, but the person who had requested the item be on the agenda insisted it be discussed that night. I was also informed days later by the person who made the motion that he was unaware I was the sitting Exec. Dir. (he thought there was NO current Ex. Dir.), so actually made a motion to remove me and appoint another person, when he believed he was merely motioning to fill a void. Would this be a situation ripe for me to lodge a formal appeal at the next meeting, as it seems there was a lack of clarity in many ways here?

Impossible say as it depends upon what your bylaws say about appointing the Executive Director. Check your bylaws for any notice requirements.

[mjr2inquire]

Well, Larry, perhaps that might answer part of the question, but what can be done about the motion maker not understanding all the facts, saying he would not have made that motion or supported a motion by anyone else if he had understood them? Is this a case where a recision can be requested?

[Larry Cisar]

Well, Larry, perhaps that might answer part of the question, but what can be done about the motion maker not understanding all the facts, saying he would not have made that motion or supported a motion by anyone else if he had understood them? Is this a case where a recision can be requested?

Unless it violated something in your bylaws, you get two-thirds of a quote: Too bad, so sad. Making a motion without knowing everything does not invalidate the passage of such a motion.

[Gerry4000]

I, a Board member, notified our President a day or so ahead of Board meeting that I would be unable to attend due to personal situation. He customarily emails a Proposed Agenda to all Board members a day or more before each meeting, but did not send me one for this meeting. I found out days later than an item to discuss me was on the typed agenda presented to attendees at the beginning of the meeting, and a vote was taken which effectively removed me as Exec. Director and appointed someone else. Apparently, the President suggested at the meeting that the matter be tabled to a future meeting when I would be present, but the person who had requested the item be on the agenda insisted it be discussed that night. I was also informed days later by the person who made the motion that he was unaware I was the sitting Exec. Dir. (he thought there was NO current Ex. Dir.), so actually made a motion to remove me and appoint another person, when he believed he was merely motioning to fill a void. Would this be a situation ripe for me to lodge a formal appeal at the next meeting, as it seems there was a lack of clarity in many ways here?

Your board may have bigger problems than can be addressed by RONR, IMO. A board member insists on action at the meeting to remove you, but (apparantly after discussion) still does not understand what the motion does? It also seems to be the case that at least a majority of the board agreed to remove you as well. Perhaps your board, nominating committee or other active members of the organization need to work harder to attract competent and informed board members.

[mjr2inquire]

The person who insisted on action was not the same person who made the motion. There were 5 people at the meeting. The Pres. could not vote because there was not a tie. I do not know the content/degree of thoroughness of the discussion. If there was even one other person who did not fully comprehend the situation... You raise a concern that certainly has been on my mind.

[Gerry4000]

The person who insisted on action was not the same person who made the motion. There were 5 people at the meeting. The Pres. could not vote because there was not a tie. I do not know the content/degree of thoroughness of the discussion. If there was even one other person who did not fully comprehend the situation... You raise a concern that certainly has been on my mind.

Do you have a specific rule in your organization that the President may only vote if there is a tie? If not, then, under RONR, the President could have voted under the RONR rules for boards and committees of fewer than about a dozen persons. Even with the general rule for larger organizations, the President could vote to cause a tie (which would defeeat a motion). I suggest getting a copy of RONRIB (In Brief) and get your board educated about RObert's Rules. It seems they are making up the rules as they go.

[David A Foulkes]

Even with the general rule for larger organizations, the President could vote to cause a tie (which would defeeat a motion).

Although, with only 5 members at the meeting, including the (abstaining) President, his vote could not have created a tie in this case.

It's hard to believe a member of the Board isn't aware of a sitting Exec Director. And I'd like to the think the President would have mentioned that along the way.

So, the question I'm left with is can you fill a vacancy that does not exist, and thereby remove someone from a position? I suppose it could be assumed to be a rescission of an election, or a dis-appointment of an appointee, depending on how Marjorie came to the position.

[Gerry4000]

Although, with only 5 members at the meeting, including the (abstaining) President, his vote could not have created a tie in this case.

It's hard to believe a member of the Board isn't aware of a sitting Exec Director. And I'd like to the think the President would have mentioned that along the way.

So, the question I'm left with is can you fill a vacancy that does not exist, and thereby remove someone from a position? I suppose it could be assumed to be a rescission of an election, or a dis-appointment of an appointee, depending on how Marjorie came to the position.

Whether the President's vote could have created a tie depends on the vote. Not all of the other 4 present may have voted. So, if the vote was 2-1 in favor, the President's vote could have caused a tie, and the motion failed.

[David A Foulkes]

Whether the President's vote could have created a tie depends on the vote. Not all of the other 4 present may have voted. So, if the vote was 2-1 in favor, the President's vote could have caused a tie, and the motion failed.

I stand corrected. I assumed from Marjorie's comments that all four voted. An unfounded assumption at this point.

[mjr2inquire]

Gentlemen, I so appreciate your comments!

To answer Gerry & others, I have just read through our By-Laws and find:

1) There is no statement that the Pres. may vote only if there's a tie.

2) Robert's Rules of Order shall be the authority for rules of order.

3) Removal and Resignation: Any officer of the Board, the Exec. Dir., ... may be removed, with just cause, by majority vote of the Board.

4) Exec. Director: Whenever a vacancy occurs ... the board shall choose [someone to] be selected as Exec. Dir.

One wrinkle to this matter which may or may not be important for you to know is that I was "Acting" ED, as was the person before me (who is the person who insisted on action that night). This custom had been in place, I was told, because ED (per our By-Laws) cannot vote at Board meetings, and she wanted to be able to vote (as did I). I cannot think of any reason why she also would not now again be only "Acting" ED, as I'm sure she still wants voting power. Does this "Acting" designation have any effect re: By-Law rules as I have outlined above?

As you say, David, it's hard to believe a Board member isn't aware of a sitting ED, but if one person isn't clear on this, there may be one more. I do believe that all 4 voted, but I am concerned about the general awareness level!

Also, it appears that I was not formally "removed" from the position, so, as David asks, how can you fill a vacancy which doesn't exist? Under RONR, can you "assume" a rescission or dis-appointment in the manner events occurred that night, or do you have to have a specific "removal" motion first, before you can then fill the newly created vacancy?

[Josh Martin]

Does this "Acting" designation have any effect re: By-Law rules as I have outlined above?

It means your board is making up stuff as it goes along again. You can't just create an "Acting" position if it isn't defined in the Bylaws. It is certainly not proper to do so in order to try and "work around" the rules in the Bylaws. Per RONR, you either have a position or you don't, no "acting" involved. Based on this information, I'm inclined to suggest that the appointments were invalid to begin with, since the position of "Acting" Executive Director does not exist.

Also, it appears that I was not formally "removed" from the position, so, as David asks, how can you fill a vacancy which doesn't exist?

But it looks to me like the vacancy does exist. Based on your most recent post, the board has not yet appointed anyone to the position of Executive Director and is persisting under the delusion that they can violate their Bylaws by tossing the word "Acting" in front of the title.

Under RONR, can you "assume" a rescission or dis-appointment in the manner events occurred that night, or do you have to have a specific "removal" motion first, before you can then fill the newly created vacancy?

Since your Bylaws define a specific procedure for removing the executive director, that procedure must be followed. It will ultimately be up to the organization to interpret its own Bylaws, but I think it would be hard to argue that a motion to "fill a vacancy" meets the requirement that the ED "may be removed, with just cause, by majority vote of the Board."

Of course, it does not seem that you or your successor were ever properly appointed to the position to begin with, so that may be a moot point.