Board members improperly removed and replacements made decisions before Point of Order was raised

[Chris Harrison]

Say that all the members on a Board were removed from office by the General Membership but their removal from office was improper due to a p. 251 violation. After their removal the GM had filled all of the vacancies (the bylaws allow for filling vacancies the same meeting as the vacancy is created so no previous notice is required). Between that meeting of the GM and the next one the Board had met and made some decisions in the name of the organization. At the next GM meeting a member raised a Point of Order that the Board members' removal from office is null and void based on a p. 251 violation and the Point was ruled Well Taken.

So my question is how are the decisions of the improperly elected/appointed Board members dealt with? Off the top of my head it seems that there are three ways it could go.

1) The invalidation of the actions by the improperly elected/appointed Board members would naturally flow from the fact that the original Board members removal was invalid (since their removal was invalid no vacancy was created so the filling of the vacancies was improper and since the "new" Board members were not valid members of the Board they as nonmembers cannot vote).

2) (At the General Membership meeting) after the Point of Order regarding the improper removal of the Board members was ruled Well Taken a second Point of Order would be raised that since the Board members were improperly removed the filling of the vacancies are null and void (based on p. 251 I think). After that is ruled Well Taken a third Point would be raised that the "new" Board members weren't validly elected/appointed and so they as nonmembers (of the Board) couldn't vote at Board meetings and so their decisions are null and void based on p. 251(d).

3) The third Point of Order would have to be addressed at a Board meeting since the invalid votes took place at a Board meeting.

Of course there probably are more ways it could be addressed. What do y'all think?

[Josh Martin]

Say that all the members on a Board were removed from office by the General Membership but their removal from office was improper due to a p. 251 violation. After their removal the GM had filled all of the vacancies (the bylaws allow for filling vacancies the same meeting as the vacancy is created so no previous notice is required). Between that meeting of the GM and the next one the Board had met and made some decisions in the name of the organization. At the next GM meeting a member raised a Point of Order that the Board members' removal from office is null and void based on a p. 251 violation and the Point was ruled Well Taken.

So my question is how are the decisions of the improperly elected/appointed Board members dealt with? Off the top of my head it seems that there are three ways it could go.

1) The invalidation of the actions by the improperly elected/appointed Board members would naturally flow from the fact that the original Board members removal was invalid (since their removal was invalid no vacancy was created so the filling of the vacancies was improper and since the "new" Board members were not valid members of the Board they as nonmembers cannot vote).

2) (At the General Membership meeting) after the Point of Order regarding the improper removal of the Board members was ruled Well Taken a second Point of Order would be raised that since the Board members were improperly removed the filling of the vacancies are null and void (based on p. 251 I think). After that is ruled Well Taken a third Point would be raised that the "new" Board members weren't validly elected/appointed and so they as nonmembers (of the Board) couldn't vote at Board meetings and so their decisions are null and void based on p. 251(d).

3) The third Point of Order would have to be addressed at a Board meeting since the invalid votes took place at a Board meeting.

Of course there probably are more ways it could be addressed. What do y'all think?

I think it's not entirely clear that the actions of the board (or at least all of the actions of the board) are null and void. The votes were cast by people who were, at the time, presumed to be members of the board. While the election of the new board members is indeed null and void, I'm not sure there is a cascading effect that means they were non-members at the time they voted on their actions and that their actions are therefore null and void.

In any event, however, if any of the actions of the board are to be declared null and void in this instance it would have to take place at a board meeting. Presumably, the board would also ratify some of the decisions instead, since I imagine it would agree with at least some of them.

Personally, I'd be more concerned with redoing the disciplinary process properly, since this board is likely to be temporary as well, based on the facts provided.