Founder/Executive Director who attends all board meetings asked to leave prior to a discussion/vote & President was soliciting board members in advanc

[123sjc]

I have tried to find this info in RRO to no avail. My apologies in advance if this is not the type of question that can be answered here, but our organization is facing a crisis, and I need to know how to avert an ugly situation.

As the founder of a three years young 501c3, I have filled dual roles for the past three years, by serving as the organization's sole employee and by sitting on all national board of directors calls as a non voting person. (I have never been defined as anything further than Executive Director, but our bylaws state the "Executive Director will attend board meetings for a minimum of 18 months but will not be a voting member" and that I may "choose to attend any other meetings at any of the organization's local chapters". It does not elaborate on anything other than that).

I have a few questions. I am hoping someone can reference where to find this specific answers - if they exist in Roberts Rules of Order.

First, by attending and actively participating in all board meetings since the organization's inception, does this classify me as a "non voting board member", or would that information needed to have been stated more clearly in the bylaws?

Secondly, can I stop attending these meetings now, given the wording in bylaws states "minimum of 18 months" or am I somehow required to keep attending? The bylaws do not set an end date.

Third, I was asked for the first time in those three years to leave the last board meeting - prior to being given the opportunity to participate in a discussion that was to be about the organization paying for some basic administrative costs related to my job. I was not asking for them to be paid back for the three years I have donated my office space, all office equipment, internet, phone line, and mobile device so I may conduct my duties as the organization's sole employee.The vote that was to take place was that, if moving forward, could submit these admin bills to our accountant. Did they have the right to ask me to leave without allowing me to explain why those tools need to be paid for by the organization? (Note I was not asking for a raise, simply to have the organization cover the admin expenses as related to the organization's business operations and my job.)

I also discovered that the President was contacting board members prior to the meeting to discuss the vote and determine whether they were voting yes or no. She did not contact all board members, but only a few. Can the President do that?

I do not wish to attend the meetings anymore, because my role within the organization should be understood that I am an employee, not a board member. I believe part of the reason the vote turned out to be no is because by attending and participating in the meetings, the board members felt I should receive no special considerations since they do not get their mobile devices/internet service paid for by the organization. However, since I have consistently been required to attend meetings and I have actively discussed all decisions made thus far, what are my rights? By the way, the very board members that voted to not pay for this all regularly text me, email me, and call me on the mobile device in question to conduct the nonprofit's business.

This seems very confusing, and I feel like the line of trust has been violated, and I want nothing more than my board members to trust me as their director.

I am hoping RRO somewhere discusses or defines employee vs board member and which one was I during those meetings?

Please help!

[JohnR]

According to RONR, you are not a board member because you do not have voting rights. As an employee, of course you can be directed to do such things as attend board meetings but that does not automatically make you a member. Nonmembers may be excluded from meetings.

[123sjc]

Wow. That is so not what I was hoping to hear. Guess I should have done a better job writing the bylaws

Any tips on the President contacting board members to find out how they would vote? Is that anywhere in RONR (sorry I got the acronym wrong...)

[jstackpo]

Nothing wrong with the president doing some extra-meeting politics, just as long as ALL the board members get a proper notification of the meeting.

[123sjc]

Thank you for your replies. I have another unrelated question that I will post in a new thread