Guest Mike Posted July 17, 2012 at 02:33 PM Report Share Posted July 17, 2012 at 02:33 PM Is it possible for a Board to vote out one of the officers under the following conditions:1. only 4 of 7 Board members are present and one called in (teleconf) which is not included in our by-laws as a meeting option.2. a motion was made and to remove the president and replace with another board member. or the 4 present in the room and on on phone, 3 voted for removal of president 1 abstained.So, isnt it true that the vote is invalid since the board member on the phone is not permitted to vote? Also, per RONR isnt it true notification must be given to the president before this vote is taken? And if not 2/3 of the board must support (vote for) removal?Any help will be appreciated. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 17, 2012 at 02:34 PM Report Share Posted July 17, 2012 at 02:34 PM See FAQ #20. Link to comment Share on other sites More sharing options...
Guest Mike Posted July 17, 2012 at 02:48 PM Report Share Posted July 17, 2012 at 02:48 PM Thank you, yes I understand that FAQ and I have read this section in my copy RORN numerous times. I wanted to ensure I was not mis-interpreting. I just wanted to ensure that "the majority of the membership" was refering to the entire community not just the members of the Board."the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice".Thank you again! Link to comment Share on other sites More sharing options...
Trina Posted July 17, 2012 at 02:48 PM Report Share Posted July 17, 2012 at 02:48 PM Is it possible for a Board to vote out one of the officers under the following conditions:1. only 4 of 7 Board members are present and one called in (teleconf) which is not included in our by-laws as a meeting option.2. a motion was made and to remove the president and replace with another board member. or the 4 present in the room and on on phone, 3 voted for removal of president 1 abstained.So, isnt it true that the vote is invalid since the board member on the phone is not permitted to vote?If the absentee vote could have affected the outcome, that would matter. However, it doesn't sound as though that's a factor. That's assuming that the 4 people in the room is enough to meet your quorum requirement. Since there were zero 'no' votes, and three 'yes' votes, the votes in favor prevail.However, your vote totals (3 in favor, 1 abstention) only add up to 4, so that makes me wonder if only 3 members were in the meeting room (plus the one member on the phone makes 4 total participants). 3 out of 7 would not be enough to meet the default quorum requirement in RONR; is it enough to meet your quorum requirement for this body?Also, per RONR isnt it true notification must be given to the president before this vote is taken?All members of the body must be notified of the meeting. If the President was left out of the notification process, that's enough to make the meeting invalid.And if not 2/3 of the board must support (vote for) removal?Well, it's not clear from anything you've said that the board actually has the authority to remove the president in the first place. Does FAQ #20 shed any light? Or is the board given such authority under your bylaws? Link to comment Share on other sites More sharing options...
Trina Posted July 17, 2012 at 02:50 PM Report Share Posted July 17, 2012 at 02:50 PM Thank you, yes I understand that FAQ and I have read this section in my copy RORN numerous times. I wanted to ensure I was not mis-interpreting. I just wanted to ensure that "the majority of the membership" was refering to the entire community not just the members of the Board."the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice".Thank you again!It refers to whichever body elected the officer to that office. Link to comment Share on other sites More sharing options...
SaintCad Posted July 17, 2012 at 06:33 PM Report Share Posted July 17, 2012 at 06:33 PM I got the impression that the 4 out of 7 included the member on the phone. Since he wasn't permitted to do that, was there even a quorum? Link to comment Share on other sites More sharing options...
Guest Mike Posted July 17, 2012 at 07:49 PM Report Share Posted July 17, 2012 at 07:49 PM in the meeting room there were a total of 4 people with one board member on the phone (calling in). So considering a qorum would be 5 people this meeting and any votes are invalid. Our governing docs have no provision for call in participation or voting and from what I can read in RONR it would appear that unless it is specifically written into our documents it is not permitted. Sorry for the confusion. Link to comment Share on other sites More sharing options...
SaintCad Posted July 19, 2012 at 07:22 PM Report Share Posted July 19, 2012 at 07:22 PM Just to clarify, in your organiztion a quorum is 5 out of 7 (more than a majority) and 4 people were in the room. Then I think your analysis is correct. Link to comment Share on other sites More sharing options...
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