Inappropriate text and voicemail from fellow board member

[Guest BoardMember123]

In recent weeks, there has been much candid discussion regarding changes within our organization. Being outspoken about such changes (as have other board members), some are not taking kindly to my "input" or "questions".

I received a voicemail this evening that was very innappropriate from a fellow board member who advised me to "kindly" step down and resign from the board before our next board meeting and if I didn't he would be nominating to remove from the board because my input was "destructive and was inhibiting us from moving forward with business". Please understand this particular board member, along with a few others, are under investigation (unknown to them) in regards to this "business" that is referenced, however, since I openly question the decisions being "forced" thru, they are targeting me as the bad guy to remove from the board. I ignored the voicemail, and within 30 minutes received this text from the same board member in response to an email that I sent earlier in which he was copied on:

"Yes, there is a reason.... Our contract was signed 17 days ago and was not effective til May 1st. So, they have 48 days to provide reports anx results.... do you really think that anyone is taking you seriously? You are 2 weeks behind on whats going o. And, the only input you provide is copied from some one elses input!!!! Please do yourself a favor and Sfep down befors Tuesday!!!

My question is, does it state anywhere in Robert's Rules about harrassing/inapporpriate communications with fellow board members that I can reference in my response to the board? I would never address any other board member in this manner and don't expect to be addressed myself in this manner.

I appreciate any help or assistance you can provide. Thanks.

[J. J.]

My question is, does it state anywhere in Robert's Rules about harrassing/inapporpriate communications with fellow board members that I can reference in my response to the board? I would never address any other board member in this manner and don't expect to be addressed myself in this manner.

I appreciate any help or assistance you can provide. Thanks.

RONR would, at worst treat this an offense outside of a meeting. See Chapter XX.

[Guest BoardMember123]

RONR would, at worst treat this an offense outside of a meeting. See Chapter XX.

Ok, so I googled your response since I loaned my newly purchased copy to another board member who is researching other information in regards to our board. I do also have the downloaded short version on my Ipad, but couldn't quickly locate this info. Via google, I did find this:

Chapter XX, Disciplinary Procedures, Section 61, Remedies Against Misconduct or Dereliction of Duty in Office, pp.642-643, states:

“Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be deposed from office for cause- that is, misconduct or neglect of duty in office as follows:

If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years,…” an officer can be deposed from office by following the procedures for dealing with offenses outside a meeting; that is, an investigating committee must be appointed, it must prefer charges, and a formal trial must be held.”

So I guess my next question is can I address this via email and request an investigating committee be appointed? If I have to wait until a board meeting, then the other part of this problem is the board meeting is next week, which I already had vacation scheduled and will be out of state. How convenient they want to vote me out when they know I won't be in attendance. Is that even possible? (I know, that's probably another topic). I'm new to RONR and actually found out about it after reviewing our bylaws and googled it. Wow. I then ordered the book and the Ipad short version, but due to other investigations, passed the actual book off to a fellow board member who is an attorney for his reveiw. So, I'm a newbie and I appreciate you all helping the best you can. I recently was voted on the Board, and they are quickly finding out I'm not a "yes" person. I also have a financial background and have been asking many questions due to various red flags I have come across with the finances. To not get "busted" so to speak, they have to get me off the board, and so here you have it in a nutshell.

[tctheatc]

Someone sent you a text suggesting you don't know what you're talking about. My inclination would be to delete it and move on. Honestly, if there were a committee to investigate charges based on the text you provided, and I were on that committee, I'd feel like I was wasting my time.

[Trina]

...

How convenient they want to vote me out when they know I won't be in attendance. Is that even possible? (I know, that's probably another topic)...

I also have a financial background and have been asking many questions due to various red flags I have come across with the finances. To not get "busted" so to speak, they have to get me off the board, and so here you have it in a nutshell.

This is indeed a key question in your situation. You say you were recently elected to the board -- presumably you were elected by the general membership of the organization? If that is the case, your fellow board members do not have authority to vote you out, unless such authority is specifically granted by the bylaws (in other words, check the bylaws). The people who elected you might be able to vote you out, depending on how the term of office is defined in the bylaws. Take a look at FAQ #20 for more information.

[J. J.]

Someone sent you a text suggesting you don't know what you're talking about. My inclination would be to delete it and move on. Honestly, if there were a committee to investigate charges based on the text you provided, and I were on that committee, I'd feel like I was wasting my time.

That is why I said, "at worst."

Actually, General Robert, in Parliamentary Law, did note a situation where a not too strongly letter (by today standards) was the subject of disiplinary action (p. 354). While I would personally ignore this, many individuals and organizations would not. It is up to Boardmember123 and his organization if this rises to the level of disciplinary action.

[Guest BoardMember123]

This is indeed a key question in your situation. You say you were recently elected to the board -- presumably you were elected by the general membership of the organization? If that is the case, your fellow board members do not have authority to vote you out, unless such authority is specifically granted by the bylaws (in other words, check the bylaws). The people who elected you might be able to vote you out, depending on how the term of office is defined in the bylaws. Take a look at FAQ #20 for more information.

Thanks everyone for your input. In regards to this, this is what our bylaws state: Under the article "Board of Directors" in regards to Term it states this:

1. Number, Election and Term

The Board of Directors (the Board) shall consist of seven (7) members. At each annual meeting, two (2) or three (3) directors shall be elected for a term of three (3) years. A director having served a full three-year term shall be eligible for nomination and re-election to the Board for an additional three year term. All directors must be stockholders of the Corporation and active members of the corporation. The number of directors may be changed by amendment to the by-laws.

Then it states under the same article:

4. Vacancies

Any vacancy occurring in the Board of Directors by death, resignation or otherwise shall be filled promptly by a majority of the vote of the remaining Directors at a special meeting called for that purpose within thirty (30) days after the occurrence of the vacancy. The Director so chosen shall hold office for the unexpired term of his predecessor.

Under this article it does not reference removal other than what is mentioned in vacancies as far as filling a vacancy. Moving along in the bylaws, under the article: Officers of the Board it states this:

1. Officers

The officers of the Corporation shall be a President, a Vice President, and a Secretary/Treasurer.

and this:

3. Term of Office

All officers shall hold office at the pleasure of the Board and any officers elected or appointed by the Board may be removed at any time by the Board.

That is all that is stated in regards to removal of a board member/officer. So, this leads me to believe, that if you are a director, then you must serve your entire term and cannot be voted out (deferring to Robert’s Rules). However, if you are an officer then the Board can remove you at any time (this supersedes Robert’s Rules since it is stated in the bylaws). Is this your interpretation as well?

[Chris Harrison]

Absent some other language in the bylaws (don't post them here because we aren't supposed to interpret them) it sounds like you are correct regarding the officers. However, since a Board member's term is defined as 3 years with no other qualifying language a full length Chapter XX trial (using an investigation committee, preferring charges, holding a full trial, etc all of the details are discussed on RONR pp. 654-668) held by the Membership is required which is a VERY long and drawn out process. See FAQ #20 for details (note: although FAQ #20 uses the term "officer" Board members are considered officers per RONR p. 572 l. 23).

[J. J.]

Thanks everyone for your input. In regards to this, this is what our bylaws state: Under the article "Board of Directors" in regards to Term it states this:

1. Number, Election and Term

The Board of Directors (the Board) shall consist of seven (7) members. At each annual meeting, two (2) or three (3) directors shall be elected for a term of three (3) years. A director having served a full three-year term shall be eligible for nomination and re-election to the Board for an additional three year term. All directors must be stockholders of the Corporation and active members of the corporation. The number of directors may be changed by amendment to the by-laws.

A formal trial by the members, after proper investigation, would be necessary to remove a director. It is an ardious process, but the first step is for the membership meeting (not the board) to appoint a committe to investigate (p. 656-7).

And I wish that the example on p. 657 had used "J.J." instead of "J.M."