Recall of a Director

[Guest MangoDesk]

I am the Secretary of a Club. Our bylaws state that "Any member of the Board of Directors may make a motion for the recall of any officer or Board member. A three-fourths majority of the Board shall be necessary to carry the motion for recall." If the Board wants to recall (fire) a Director, is there any rule in Roberts Rules of Order to prevent us from proceeding with this recall based on our simply stated bylaw? We would do this in an Executive Session and the minutes of that session would not be recorded. Is this correct?

Again, many thanks for your guidance.

[Tim Wynn]

I am the Secretary of a Club. Our bylaws state that "Any member of the Board of Directors may make a motion for the recall of any officer or Board member. A three-fourths majority of the Board shall be necessary to carry the motion for recall." If the Board wants to recall (fire) a Director, is there any rule in Roberts Rules of Order to prevent us from proceeding with this recall based on our simply stated bylaw?

Your bylaws supersede the rules in RONR. So, RONR can't impede them.

We would do this in an Executive Session and the minutes of that session would not be recorded. Is this correct?

Again, many thanks for your guidance.

The minutes should reflect what was done in executive session, however what is done in executive session remains secret.

[jstackpo]

Almost correct...

Your (simple) "recall" rule supersedes RONR's more complex (but perhaps more fair to the parties involved) rules. So use it.

Executive session is fine, but NOT "not recording minutes". You still need the official account of what you did at the meeting, (but not what was said). So take and, later at another Executive Session, approve the minutes.

You are not (oh, the shame of it if you are) including debate in those minutes? Don't. See p. 468 for the only required contents of minutes.

[Guest MangoDesk]

I only record actions taken. There's no "he said / she said" in our minutes. Thank you for your comment.

[jstackpo]

If your director is removed, this can hardly be kept secret, in the nature of things. Of course any discussion leading up to this decision, while not recorded in your minutes (good!), would, or should, remain under wraps. So, if all the minutes say is "A motion was adopted to recall Director Wynn", I am slightly puzzled as to why you had initial qualms about recording those minutes.