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Guest Joy J

Grievance from one executive board member against executive board

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Guest Joy J

I have a rather serious situation concerning a nonprofit (member) organization. I haven't seen referenced here in the forum.

An recently elected member of an executive board (of about 25 elected and appointed members) discovered that the board had been repeatedly violating the organization' s bylaws. This executive board member noticed the entire executive board of the violations and requested that the board members immediately correct the conditions, follow its own bylaws including comply with all state and federal laws, in addition to requesting that the entire board undergo a fiduciary duty training for nonprofits.

The rest of the board remained silent upon notice and as usual practice deferred to the board president to respond. The board president repeatedly refused the newly elected board members attempt to resolve the matter, (as the organization is being run more like a dictatorship ; To the extent, that three members of the organization are making all of the decisions for the entire organization. Which is in clear violation of the bylaws. ( I do not want to go into detail, but they are rather serious infractions, and most of the board members have no clue as to what is going on as there is a long established culture of deference to the Board President)

Within the organization's Bylaws there is no mechanism for a grievance procedure/ disciplinary action for one executive board member against all of the other executive board of directors. Although there are very specific and different protocols for grievance, disciplinary action removal of the President, Vice President, and other officers, This protocol requires the direct involvement of other officers who are also apart of the same grievance.

The Bylaws are silent as to this situation, as this situation involves breaches of fiduciary duty (i.e. grievances against the entire board).

Which is the reason the newly elected board members gave notice of the breaches of fiduciary duties.

The Bylaws do state that no retalitory actions of any kind should be taken against a member seeking redress under the disciplinary/grievance procedures. However, in clear retaliation, the President, and other three officers have held closed door executive sessions and barred this elected member, who is an executive member, and has refused to give her minutes of those meetings and several meetings afterwards.

The Board then held a teleconference call (again in violation of the bylaws) and voted to pursue disciplinary actions in attempt to remove this board member for conduct unbecoming of an officer. The board set this "disciplinary hearing for a teleconference call (another violation of the bylaws) in a few short weeks.

The Bylaws do state that any hearings shall be conducted in accordance with the polices established by RRONR as a guide. As the organization's Bylaws are silent on this specific matter, and does defer to RRONR where not covered under the Bylaws, I am looking for specific RRONR rules regarding the following.

1. Availability and access to executive Board minutes to executive board members.

2. Any authority under RRONR that executive board members can hold secret or closed door meetings and exclude an executive board member.

3. As the Secretary and Assistant Secretary have not turned over board meeting minutes to this member after repeated requests, is there a reasonable time period under RRONR that these minutes are to dispersed to the executive board members? ( It has been more than 6 mos. and still no production of meeting minutes)

4. What other rules under RRONR apply to this situation?

I understand this is rather involved but any insight, is greatly appreciated.

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1. Availability and access to executive Board minutes to executive board members.

Board members have a right to review Board minutes (RONR p. 487 ll. 13-20, p. 460 ll. 13-20).

2. Any authority under RRONR that executive board members can hold secret or closed door meetings and exclude an executive board member.

A person has a right to attend the meetings of a body of which they are a member of and cannot be excluded unless as a direct result of disciplinary action which it doesn't sound like had happened (RONR p. 644 ll. 22-28) and the actions taken at any meeting of where she wasn't notified or excluded would be null and void as having violated the rights of an individual member (RONR p. 251 [e]). Also, if the bylaws don't specifically provide for meeting by teleconference the actions taken at that meeting would be null and void (RONR p. 251 [d]).

3. As the Secretary and Assistant Secretary have not turned over board meeting minutes to this member after repeated requests, is there a reasonable time period under RRONR that these minutes are to dispersed to the executive board members? ( It has been more than 6 mos. and still no production of meeting minutes)

She is theory could contact the secretary and set up a meeting to come in and inspect the minutes (citing RONR p. 460 ll. 13-20 to exercise her right to do so) though there is no right under RONR to obtain copies of the minutes.

4. What other rules under RRONR apply to this situation?

I am sure there are other rules that would be helpful if the Board was willing to follow the rules. However, no matter how right she may be in what she is claiming and what rights she tries to exercise there is very little under RONR she can do to compel them to follow the rules if they are unwilling to do so and the bylaws pretty much are letting the foxes guard the hen house as far as discipline goes. If she really wants to push the issue I would recommend two things:

1) Check the bylaws to see who is authorized to amend them. If the General Membership is authorized to do so she might be able to get them to amend away the Board's power to discipline (or give the Membership the authority to review/overrule the Board's decision). and/or

2) Contact a lawyer for find out her legal options if the bylaws don't authorize the Membership to amend the bylaws or the Board expels her from Membership before the Membership has the opportunity to stop them (unless the bylaws say otherwise she would still be a General Member even if she was removed from the Board)

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...

Within the organization's Bylaws there is no mechanism for a grievance procedure/ disciplinary action for one executive board member against all of the other executive board of directors. Although there are very specific and different protocols for grievance, disciplinary action removal of the President, Vice President, and other officers, This protocol requires the direct involvement of other officers who are also apart of the same grievance.

The Bylaws are silent as to this situation, as this situation involves breaches of fiduciary duty (i.e. grievances against the entire board).

...

Other than perhaps turning to the general membership (assuming the general membership is the superior body in this organization), I don't think RONR offers recourse to the lone member (when faced with indifference or outright opposition among the other board members). As for breaches of fiduciary duty, I don't believe RONR says much, if anything, about this topic -- yes, officers of nonprofits generally have fiduciary responsibilities, but that's not in the realm of parliamentary procedure. You may need legal advice.

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