Right to deny a meeting by Teleconference

[Guest Cork Motsett]

Our Association's Bylaws specify that all members of the Board must agree to conduct Special Meetings and Executive Sessions by Conference Call and specifies that if one member objects the meeting can not proceed in that manner.

An officer is being brought to trial for multiple charges and specifications and at the 11th hour has submitted a denial to proceed by Teleconference. Normally that would be the end of the topic. He has not objected to any of our other meetings in the past.

The Board previously met and voted unanimously to convict on all charges and each specification. Our Bylaws do not require this and authorize the board to remove any member for specific charges with a 2/3rds majority. Unfortunately the convicted member has asked for a chance to defend himself, again, and the good hearted members said yes. If we are required to meet in person this will be a major hardship and expense for the Association as board members are spread out throughout the country and would have to fly to a central location for this meeting. We only meet 2X year in person with all other meetings conducted by Teleconference or Internet Meetings as authorized by the members and in the bylaws.

As he is the defendant in this case, does he still have the right to overrule the board? As the defendant doesn't he loose his status as a member in good standing?

Your advice is appreciated.

[Tim Wynn]

Our Association's Bylaws specify that all members of the Board must agree to conduct Special Meetings and Executive Sessions by Conference Call and specifies that if one member objects the meeting can not proceed in that manner.

An officer is being brought to trial for multiple charges and specifications and at the 11th hour has submitted a denial to proceed by Teleconference. Normally that would be the end of the topic. He has not objected to any of our other meetings in the past.

The Board previously met and voted unanimously to convict on all charges and each specification. Our Bylaws do not require this and authorize the board to remove any member for specific charges with a 2/3rds majority. Unfortunately the convicted member has asked for a chance to defend himself, again, and the good hearted members said yes. If we are required to meet in person this will be a major hardship and expense for the Association as board members are spread out throughout the country and would have to fly to a central location for this meeting. We only meet 2X year in person with all other meetings conducted by Teleconference or Internet Meetings as authorized by the members and in the bylaws.

As he is the defendant in this case, does he still have the right to overrule the board? As the defendant doesn't he loose his status as a member in good standing?

Your advice is appreciated.

In your organization, what does it mean that he was convicted? Was any punishment included in the motion or subsequently adopted?

According to RONR (11th ed.), p. 662, ll. 25-31, a resolution preferring charges may be accompanied by one suspending some or all of the accused's rights. So, the suspension of rights is not automatic. However, your bylaws appear to have specific provisions for discipline, which would supersede any conflicting provisions of RONR.

To know exactly what options are available to your organization would require a complete reading of your governing documents, which is beyond the scope of this forum.

[Gary Novosielski]

First the conviction and then the trial? The Red Queen would be proud.

But a member does not lose any rights except as the result of discipline, and it sounds like the process is still ongoing in your case, since this is the question that will be decided at the meeting. It's not possible to discern that with any certainty from your description of events, but apparently the "good hearted" members at least voted to postpone the penalty phase of the trial, which presumably might not include removal, if he proves to be a sufficiently silver-tongued devil.

So if his membership hasn't yet been removed, he is still a member, and it makes no difference if he agreed to teleconferences a thousand times in the past, if the bylaws give a member the right to object, he has the right to object. Expenses and other issues are irrelevant, unless the bylaws say otherwise.

[sMargaret]

The Board previously met and voted unanimously to convict on all charges and each specification. Our Bylaws do not require this and authorize the board to remove any member for specific charges with a 2/3rds majority. Unfortunately the convicted member has asked for a chance to defend himself, again, and the good hearted members said yes. If we are required to meet in person this will be a major hardship and expense for the Association as board members are spread out throughout the country and would have to fly to a central location for this meeting.

Presumably, the Board met (by teleconference) and unanimously convicted the board member based on some sort of disciplinary process (wasn't the board member invited? or did he also vote to convict himself? or as part of the disciplinary process, did he already lose his rights?)

Does being convicted means he is no longer a board member?

He asked for a chance to defend himself again, and apparently a majority of board members voted yes although they didn't need to.

Does this mean that he was brought back on as a board member? Was the penalty process delayed, between convicting and removal?

I would suggest that perhaps rescinding the motion that allowed him to defend himself, again, would be in order. However, that would only work if he is not currently a board member.