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Getting rid of trustees


Guest Gary

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To be candid, we'd like to divest our board of a few trustees who rarely attend meetings. Our parliamentary authority is Robert's Rules. All our bylaws have to say on the matter is posted below. We have no provision that automatically removes trustees who don't show for a certain number of meetings.

As far as I know, there is no simple way to remove a trustee as long as they show up, stand for election, and win the seat. IF someone ran against them - which never seems to happen - and a trustee lost to the challenger, they'd obviously lose the position. Otherwise, it seems to me that if there is no opposing candidate and a trustee gets even one vote, he or she wins the position, right? What if they don't vote for themselves and get no votes?

You may reasonably ask what difference it makes if they never come to meetings, and if no one else wants the position anyway. My answer is that it makes it harder to reach a quorum. Plus we don't want a few people who rarely attend meetings showing up once every 5 months to vote without having any idea what has been happening.

Article V. Board of Trustees

Section 1. The powers, property and affairs of the society, except as otherwise provided by law, or the bylaws, shall be vested in, exercised, controlled and managed by a board of not more than fifteen trustees elected by the general membership.

Section 2. Trustees shall stand for election each year at the November meeting to serve for three years or until their successors take office, and their terms of office shall begin at the close of the meeting.

Section 3. Election shall be by paper ballot for any position with more than one nominee.

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"Neglect of duty" is one of the "for cause" reasons to remove someone from office following the (non-trivial) procedures in Chapter 20. RONR p. [654 / 642]*

I suppose you could make a case that not showing up is kinda "neglectful", or "derelict", the equivalent word used in the section headings.

Maybe the threat of such procedures taking place will cause a trustee or two to shape up, or resign.

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Another option is the General Membership (who I assume elects the Trustees) can Rescind the election of the Trustee(s) that are causing a problem (RONR pp. 653-654). Granted you may have a problem getting someone to agree to be a Trustee but depending on how the bylaws define a quorum it might be easier to obtain a quorum with a smaller number of Trustees but are percentage wise are more likely to attend the meetings.

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