Treasurer claims to be Interim President and Executive Director

[Guest Lynn]

During the regular scheduled board meeting last month of a small nonprofit organization I belong to the President of the board declaired that she was resigning and left. The Vice President, who is a staunch supporter of the President, immediately stood up and stated that he was resigning as well and also left. Following Roberts Rules the Secretary, who was in a state of shock over the sudden resignations called the meeting to order. As there was no quorum present no motions were made and no votes were taken on any issues, including the 2 resignations. At the end of the meeting the Secretary, who was now acting as President Protem stated her intention to resign her position as Secretary (her resignation is strictly based on time committment and not because of the other 2 resignations). The meeting was adjourned. The President, Vice President and the Secretary all stated that they will continue to volunteer at the organization and all 3 are paid members in good standing.

A few days later the President went to pick up the mail for the organization and found that the Treasurer had changed the lock on the Post Office Box and when she went to the bank to make a deposit she found out that the Treasurer took her name off the account. When she inquired as to how he could have done this both places told her that the Treasurer presented a letter stating that he had full authority and also presented a copy of the minutes from the meeting. The Treasurer also announced to the press that he was now the Interim President and is quoted as being the "former Treasurer". Letters and emails sent by the Treasuer to the general membership are now being signed as "Interim President/Executive Director". Mind you the Treasurer never notified anyone to his resignation from his elected office, so this was a surprise to everyone.

Meanwhile, the Secretary has challenged the Treasurer as to his supposed authority. She states that she is still the President Protem until the next meeting (which will be held tonight) and that the Treasuer did not have the board's approval or backing to change anything and that he had no right to take her minutes and to use them the way he did. The by-laws state that the Board of Directors will elect replacements to fill the unexpired terms of the officer or Director at the next subsequent meeting (that will be this month's meeting tonight). The Treasurer says the Secretary is not the President Protem and that he is now in charge and will conduct the meeting.

If I am reading Roberts Rules everyone still holds their origional positions on the board, meaning the President is still the President, the VP is still the VP and the Secretary is still the Secretary, until a formal vote is taken to accept their resignations. Is this correct?

If so then the the President should be allowed to conduct tonights meeting right? The President and VP have agreed to withdrawl their resignations and to finish out their term in office and will present letters to this affect at the meeting. The Secretary's resignation will stand and one of the members has agreed to act as Secretary Protem once she steps down.

Regarding the Treasurer, as he had made a public statement in the press that he was no longer the Treasurer, but did not tell the board, can it be added to the agenda that a vote needs to be taken to accept his resignation? Also, as his actions were unethical, illegal (the Banking Authorities as well as the Postal Authorities have been contacted by the attorney for our organization) and injurious to the organization. Can the membership make a motion to remove him from the board and to expell him as a member? This guy is a real piece of work and his latest actions have caused major problems inside and outside of the organization. We would like him to be gone and if possible never to return, but if that cannot be fully accomplished we would like for him to never be allowed to hold any position of power or responsibility ever again. Oh, by the way, he has been throwing a temper tantrum for months because he wants to be Executive Director and the President will not support him or even consider him for the position.

Our by-laws are silent on any succession of officers and only refer us to Roberts Rules of Order. I have checked our state nonprofit laws, the organizations by-laws and even Robert's Rules and no where did I see where the Treasurer can just claim to be the Interim President/Executive Director when the President, Vice President and Secretary resign, but there was no motions or votes on accepting their resignations. Am I possibly missing something here?

[Guest Edgar]

Am I possibly missing something here?

It hardly seems likely.

[David A Foulkes]

Meanwhile, the Secretary has challenged the Treasurer as to his supposed authority. She states that she is still the President Protem until the next meeting ...

Ummm..... I don't think so, unless your bylaws say so.

The Treasurer says the Secretary is not the President Protem and that he is now in charge and will conduct the meeting.

Ummm..... Nope, unless your bylaws say so.

If I am reading Roberts Rules everyone still holds their origional positions on the board, meaning the President is still the President, the VP is still the VP and the Secretary is still the Secretary, until a formal vote is taken to accept their resignations. Is this correct?

Ummmm...... yeah, that sounds more like it.

If so then the the President should be allowed to conduct tonights meeting right?

Yep.

The President and VP have agreed to withdrawl their resignations and to finish out their term in office and will present letters to this affect at the meeting.

Well, that's fine. But I'd keep an eye on 'em anyway, just because.

.... one of the members has agreed to act as Secretary Protem once she steps down.

Well, what really ought to happen is the vacancy for Secretary (once her resignation is acted upon) should be filled. Your bylaws probably have something to say about that. Until then, a Secretary Pro Tem should be selected at each meeting (and it can even be this volunteer every time), but I highly doubt your bylaws authorize this member to do so unilaterally, or even with Board approval as they probably don't have that authority either. But I'm just guessing at what is, and isn't, in your bylaws.

[JohnR]

Meanwhile, the Secretary has challenged the Treasurer as to his supposed authority. She states that she is still the President Protem until the next meeting

Fantasy. Under RONR, a president pro tempore is the person who temporarily presides at a meeting. Period. The office confers no powers outside the meeting itself.

Regarding the Treasurer, as he had made a public statement in the press that he was no longer the Treasurer, but did not tell the board, can it be added to the agenda that a vote needs to be taken to accept his resignation?

No, because the treasurer must present his resignation to the body which has the power to accept it.

Also, as his actions were unethical, illegal (the Banking Authorities as well as the Postal Authorities have been contacted by the attorney for our organization) and injurious to the organization. Can the membership make a motion to remove him from the board and to expell him as a member?

Only if he serves at the pleasure of the organization, which is not usually the case. Most likely you will need to follow due disciplinary process: charges, investigation, trial, etc. (RONR Chapter XX).

[sMargaret]

Guest_Lynn, here is the FAQ on how to remove officers:

http://www.robertsrules.com/faq.html#20

Under certain situations, I can see why people would want to remove access to the mail and to the bank account for people who have suddenly submitted their resignations and left the meeting, without even allowing people to accept the resignation. While the Treasurer certainly didn't have full authority, would they not have the authority to restrict access to people who should no longer have access?

I think there's a lot of issues here, but I certainly don't think that the people who resigned and stormed out, leaving the meeting without a quorum, are entirely blameless. Their actionscould be perceived as being more injurious to the organization than those of the Treasurer - who took action to protect the assets of the organization, and communicate with members, based on the incorrect assumption that those people who said they were resigning had actually resigned.

[Guest Edgar]

While the Treasurer certainly didn't have full authority, would they [he] not have the authority to restrict access to people who should no longer have access?

It seems doubtful. I'm especially skeptical when "the Treasurer presented [to the bank and Post Office] a letter stating that he had full authority and also presented a copy of the minutes from the meeting".

Who signed this letter? And how how did the treasurer come to have copies of the minutes "a few days" after the meeting was adjourned, especially considering the fact that the secretary (who, by the way, also resigned) was in "a state of shock"?

[sMargaret]

To clarify, I certainly don't think that the Treasurer's actions were 100% kosher - but then, I don't think that anyone really comes across well in this situation. I did want to put forward some reasons for the Treasurer to take the actions they did.

For example, had the resignations been accepted at this meeting, the bank account and mailbox access should have been removed immediately from the people who had resigned, and I would think it would be the Treasurer who should have done that.

[Guest Lynn]

It seems doubtful. I'm especially skeptical when "the Treasurer presented [to the bank and Post Office] a letter stating that he had full authority and also presented a copy of the minutes from the meeting".

Who signed this letter? And how how did the treasurer come to have copies of the minutes "a few days" after the meeting was adjourned, especially considering the fact that the secretary (who, by the way, also resigned) was in "a state of shock"?

The Treasurer signed the letter and he signed as "Interim President". He simply took them off the Secretary's desk. By the way the President and VP did not "storm out" of the meeting. The President had been recieving a lot of pressure and verbal abuse by the Treasurer over the last few months because she does not feel he is experienced enough to be Executive Director, and this is why she was resigning. The Vice President has had his fair share of abuse from the Treasurer as well and is very much a supporter of the President, so when she stopped in (prior to the meeting starting) and said that she was resigning he automatically followed her out the door. What I meant by the Secretary being in a state of shock, was that she had never experienced anything like this before and was not fully prepared for the situation of 2 officers quiting at the same time, and neither were any of the other remaining members. The Secretary had typed up her minutes from the meeting the next day and had them sitting on her desk. When the Treasurer was questioned about his actions he admitted to just taking the minutes from the Secretary's desk, while she was busy helping a patron, and making a copy of them. Using the organization's letter head he then devised a letter claiming that he was the only authorized person left...yet in an email he sent to the general membership he acknowledged that no quorum was present, therefore he knew that the 3 resignations were never accepted.

In other words the Treasurer knew full well that the President, Vice President and Secretary were still officers on the board until the next meeting when a vote could hopefully be taken (provided there is a quorum present) to accept the resignations. No he was not protecting the orgainization with his slimy actions, but instead has caused great harm. Until this mess is fixed the bank is not allowing anyone at all to put money into the account, which is fine, except this account is strictly for the mortgage, and if no one can make a deposit then we could possibly default on the loan and lose the building. The Post Office has now decided to hold all our mail until this mess is fixed, so now we have no access to any donation or membership monies that may be mailed in, if any of our patrons have mailed in a research request we have no way of helping them (because we cannot get the mail) and we have no access to any other business correspondence as well. The President, Vice President and Secretary were doing their best to keep the turmoil that this one person was causing internal. It was the Treasurer who secretly met with reporters, and who ultimately placed the problem out into the public sector, and now many of our patrons are keeping away. Some valuable projects have fallen threw, because many of those who were considering offering their time and expertise to help us either, do not want to be involved in this mess, or do not want to work with the Treasurer.

So, yes the Treasurer and his actions are injurious to the organization. Also, when the Secretary and the Treasurer were arguing about who was in control or had "powers" per se, I did not mean power in the traditional sense, I meant the "right" (for lack of a better word) to call the next meeting to order. But, since no one really quit yet (the 3 resignations were not accepted or voted on) then the point does seem to be mute.

[Guest Lynn]

To clarify, I certainly don't think that the Treasurer's actions were 100% kosher - but then, I don't think that anyone really comes across well in this situation. I did want to put forward some reasons for the Treasurer to take the actions they did.

For example, had the resignations been accepted at this meeting, the bank account and mailbox access should have been removed immediately from the people who had resigned, and I would think it would be the Treasurer who should have done that.

To clarify, I certainly don't think that the Treasurer's actions were 100% kosher - but then, I don't think that anyone really comes across well in this situation. I did want to put forward some reasons for the Treasurer to take the actions they did.

For example, had the resignations been accepted at this meeting, the bank account and mailbox access should have been removed immediately from the people who had resigned, and I would think it would be the Treasurer who should have done that.

If the resignations had been accepted and voted on there would have been nominations and then votes to temporarily fill the 3 open positions, the 3 people who then resigned would have happily turned the PO Box key and any other keys over to their replacements...no the Treasurer would not have been involved. Also, the old Treasurer has had her name on all the bank accounts for almost a year now and it was not until last week that she finally got around to going to the banks to remove herself from our accounts. The new Treasurer (Mr. Troublemaker) certainly did not have the right to remove her name from the accounts or even the Post Office Box...each place made her physically come in to verify who she was in order to remove her name and she to produce the documents that the board voted and accepted to sign verify that she was no longer Treasurer after the last elections were held. The current Treasurer had nothing of the sort in his possession, he just faked a letter and signed his own name and changed his title...meanwhile the other 3 board members have not "officially" quit yet. Until their resignations would be accepted and voted on I would think they still had every right to obtain the organization's mail and to make a bank deposit.

[sMargaret]

Lynn, how many officers of the board are there in total? If the president and vice president had left, never to return, would there have been enough board members to meet the quorum requirements? There weren't at the meeting; not sure if there was in total.

[Trina]

If the resignations had been accepted and voted on there would have been nominations and then votes to temporarily fill the 3 open positions, the 3 people who then resigned would have happily turned the PO Box key and any other keys over to their replacements...no the Treasurer would not have been involved. Also, the old Treasurer has had her name on all the bank accounts for almost a year now and it was not until last week that she finally got around to going to the banks to remove herself from our accounts. The new Treasurer (Mr. Troublemaker) certainly did not have the right to remove her name from the accounts or even the Post Office Box...each place made her physically come in to verify who she was in order to remove her name and she to produce the documents that the board voted and accepted to sign verify that she was no longer Treasurer after the last elections were held. The current Treasurer had nothing of the sort in his possession, he just faked a letter and signed his own name and changed his title...meanwhile the other 3 board members have not "officially" quit yet. Until their resignations would be accepted and voted on I would think they still had every right to obtain the organization's mail and to make a bank deposit.

Have you considered involving an attorney or even the police in this matter? Faking a letter in order to change access to the organization's assets looks like malfeasance beyond what you may be able to handle effectively via the rules of parliamentary procedure. Also, you say there is ongoing harm to the organization's ability to carry out its activities, including a risk of not making mortgage payments. I would hope you are looking beyond RONR for remedies.

[sMargaret]

Lynn, what happened at the meeting?