Guest Laura Posted October 25, 2011 at 12:34 AM Report Share Posted October 25, 2011 at 12:34 AM I'm a Board member and find that I must submit a Small Claim against the Association. Must I resign my position? Link to comment Share on other sites More sharing options...
jstackpo Posted October 25, 2011 at 12:44 AM Report Share Posted October 25, 2011 at 12:44 AM Nothing RONR would require that.I doubt that your association rules would require that either, but you never know . . . Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 25, 2011 at 12:51 AM Report Share Posted October 25, 2011 at 12:51 AM I'm a Board member and find that I must submit a Small Claim against the Association. Must I resign my position?No, but you are obligated to abstain from voting on any motion pertaining to the "Small Claim" (lawsuit?), since, presumably, you have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31. Link to comment Share on other sites More sharing options...
jstackpo Posted October 25, 2011 at 12:56 AM Report Share Posted October 25, 2011 at 12:56 AM "obligated to abstain", yes. But not compelled to abstain. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 25, 2011 at 12:57 AM Report Share Posted October 25, 2011 at 12:57 AM No, but you are obligated to abstain from voting on any motion pertaining to the "Small Claim" (lawsuit?), since, presumably, you have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31.... while not losing your right to vote. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 25, 2011 at 01:06 AM Report Share Posted October 25, 2011 at 01:06 AM "obligated to abstain", yes. But not compelled to abstain.Perhaps not compelled, but nevertheless properly subject to discipline, in my view, for failure to abstain. In fact, I think a case could be made for removal on the basis of the lawsuit alone. After all, suing the organization is behavior tending to damage the organization or its good name.In contrast to many murky examples we've seen in this forum, this is one of the clearest possible examples of conflict of interest, where a board member, charged with protecting the organization and its interests, is also a plaintiff in a lawsuit brought against that same organization. I don't see how the board could properly discuss the matter while the plaintiff was present in the room, even if he did agree to abstain. Link to comment Share on other sites More sharing options...
alanh49 Posted October 25, 2011 at 04:16 AM Report Share Posted October 25, 2011 at 04:16 AM IMO the board should appoint all board members except one suing them to a special committee with full power to act to act for the board in this matter. Since she wouldn't be a member of the committee she couldn't vote at its meetings or even go to them. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 25, 2011 at 12:24 PM Report Share Posted October 25, 2011 at 12:24 PM Perhaps not compelled, but nevertheless properly subject to discipline, in my view, for failure to abstain. In fact, I think a case could be made for removal on the basis of the lawsuit alone. After all, suing the organization is behavior tending to damage the organization or its good name.In contrast to many murky examples we've seen in this forum, this is one of the clearest possible examples of conflict of interest, where a board member, charged with protecting the organization and its interests, is also a plaintiff in a lawsuit brought against that same organization. I don't see how the board could properly discuss the matter while the plaintiff was present in the room, even if he did agree to abstain.Okay, but while discipline is up to the organization and its rules, as a side point, the member would not have violated the rule on p. 407, which provides that he cannot be compelled to abstain. That means he can't be compelled by the assembly, by the Incredible Hulk, or by... the rules on p. 407. Certainly, I think he should refrain from voting, though. Link to comment Share on other sites More sharing options...
Guest guest_laura Posted October 25, 2011 at 03:01 PM Report Share Posted October 25, 2011 at 03:01 PM Thank you for the feedback. To make sure that I understand, let me re-state: There is nothing in RONR that indicates that I must resign from the Board. However, it is imperative that I abstain from voting on any motion pertaining to the Small Claim since I have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31. Additionally, I should withdraw from that portion of any meeting where the Small Claim is discussed. Finally, if so inclined, the Board could appoint all board members except the one suing them to a Special Committee with full power to act for the Board in this matter. Since I wouldn't be a member of the committee, I couldn't vote at its meetings or even go to them. Link to comment Share on other sites More sharing options...
Sean Hunt Posted October 25, 2011 at 03:05 PM Report Share Posted October 25, 2011 at 03:05 PM Thank you for the feedback. To make sure that I understand, let me re-state: There is nothing in RONR that indicates that I must resign from the Board. However, it is imperative that I abstain from voting on any motion pertaining to the Small Claim since I have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31. Additionally, I should withdraw from that portion of any meeting where the Small Claim is discussed. Finally, if so inclined, the Board could appoint all board members except the one suing them to a Special Committee with full power to act for the Board in this matter. Since I wouldn't be a member of the committee, I couldn't vote at its meetings or even go to them.That's correct. Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 25, 2011 at 03:07 PM Report Share Posted October 25, 2011 at 03:07 PM That's correct.Who says the member should withdraw from the board's meeting room while actions pertaining to the matter are pending? I certainly did not intend to imply any such thing. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 25, 2011 at 03:10 PM Report Share Posted October 25, 2011 at 03:10 PM Who says the member should withdraw from the board's meeting room while actions pertaining to the matter are pending? I certainly did not intend to imply any such thing.You didn't imply it, nor does RONR. Link to comment Share on other sites More sharing options...
Guest guest_laura Posted October 25, 2011 at 05:20 PM Report Share Posted October 25, 2011 at 05:20 PM Let me try again. There is nothing in RONR indicating:(1) that I must resign from the Board(2) that I must not be present when this matter, the Small Claim, is being discussed(2) that I am compelled to abstain from voting on this matter, the Small ClaimHowever, I will abstain from voting on this matter since I have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31.If so inclined, the Board could appoint all board members except me. the one suing them, to a Special Committee with full power to act for the Board in this matter. Since I wouldn't be a member of the committee, I couldn't vote at its meetings or even go to them.I think this is now more accurate; and clearly shows the Board and the Management Company that there is no need for me to resign as a Board Member -- which I was asked to do since writing you this query. Link to comment Share on other sites More sharing options...
Trina Posted October 25, 2011 at 07:00 PM Report Share Posted October 25, 2011 at 07:00 PM IMO the board should appoint all board members except one suing them to a special committee with full power to act to act for the board in this matter. Since she wouldn't be a member of the committee she couldn't vote at its meetings or even go to them.OK, how does this jibe with what was said in this thread, particularly with Mr. Honemann's comments in posts #7 and #10? --http://robertsrules....to-individuals/One can't simply assume that the board has the authority to appoint such a committee, or at least (it seems to me) this authority would have to come from somewhere else than RONR -- from the organization's bylaws, for example.Looking at it another way, suppose the other board members just don't like Laura (who knows why... they just don't like her annoying input at board meetings -- maybe she's always waving that heavy volume full of parliamentary procedure rules under their noses, for example). Under your theory, what prevents them from forming a committee, with the full powers of board, and just leaving off the one member they don't want to listen to or invite to meetings any longer? We could call it the 'committee of harmony' or something pleasant like that... Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 25, 2011 at 09:27 PM Report Share Posted October 25, 2011 at 09:27 PM Let me try again. There is nothing in RONR indicating:(1) that I must resign from the Board(2) that I must not be present when this matter, the Small Claim, is being discussed(2) that I am compelled to abstain from voting on this matter, the Small ClaimHowever, I will abstain from voting on this matter since I have a direct, personal interest in the matter that is not in common with other members, RONR (11th ed.), p. 407, ll. 21-31.If so inclined, the Board could appoint all board members except me. the one suing them, to a Special Committee with full power to act for the Board in this matter. Since I wouldn't be a member of the committee, I couldn't vote at its meetings or even go to them.I think this is now more accurate; and clearly shows the Board and the Management Company that there is no need for me to resign as a Board Member -- which I was asked to do since writing you this query.A board, in general, cannot delegate its authority, nor would it be appropriate to take such steps to exclude a board member.Stop after the first two paragraphs and you're fine. Link to comment Share on other sites More sharing options...
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