Guest Lisa Posted February 12, 2013 at 04:59 AM Report Share Posted February 12, 2013 at 04:59 AM The previous board of our organization passed a motion to remove the president of the organization. It passed with a 2/3 vote and was in line with the organization's bylaws. The new board is not happy with the motion and tried to make a motion to rescind the one that removed the president. They initially made the motion and a majority voted for it. It was brought to their attention that this kind of motion could not be rescinded SO they decided to pass a "resolution" calling the actions of the previous board wrong and in violation of BCSA bylaws to terminate Art.The bylaws state that "A member of the Board may be removed from the Board . . . for failure to perform the duties of the office."Is this legal or allowed?? What does it even mean if it is?Thanks!! Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 12, 2013 at 05:05 AM Report Share Posted February 12, 2013 at 05:05 AM I think the crux of the issue is if the removal of the President of the organization falls within the provision you cited. However, it is up to you all to interpret your bylaws. See RONR pp. 588-591 for some principles to help with that. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 12, 2013 at 11:59 PM Report Share Posted February 12, 2013 at 11:59 PM The previous board of our organization passed a motion to remove the president of the organization. It passed with a 2/3 vote and was in line with the organization's bylaws. The new board is not happy with the motion and tried to make a motion to rescind the one that removed the president. They initially made the motion and a majority voted for it. It was brought to their attention that this kind of motion could not be rescinded SO they decided to pass a "resolution" calling the actions of the previous board wrong and in violation of BCSA bylaws to terminate Art.The bylawsstate that "A member of the Board may be removed from the Board . . . for failure to perform the duties of the office."Is this legal or allowed?? What does it even mean if it is?You'll need to see FAQ #20 and RONR, 11th ed., pgs. 588-591 to sort this mess out.I think the crux of the issue is if the removal of the President of the organization falls within the provision you cited. However, it is up to you all to interpret your bylaws. See RONR pp. 588-591 for some principles to help with that.I think the question of who does the removing is also an important one. Link to comment Share on other sites More sharing options...
Guest Lisa Posted February 13, 2013 at 08:28 PM Report Share Posted February 13, 2013 at 08:28 PM The bylaws are pretty vague:Section 5 Removal. A member of the Board may be removed from the Board for failure to attend three meetings without sufficient cause, or for failure to perform the duties of the office. The AKC Delegate may be removed for failure to attend meetings of AKC Delegates without sufficient cause. Removal requires a vote of two-thirds (2/3) of the remaining members of the Board. The resulting vacancy shall be filled as described in Section 3 of this article.So what happened was that 2/3 of the board voted to remove the president "for failure to perform the duties of office."The new board thinks we violated the bylaws so they attempted to rescind the motion, realized they couldn't rescind the motion and adopted a "resolution that the actions of the previous board were against the bylaws." They only allowed the people who had voted for the original (illegal) motion (to rescind the previous motion) to vote for the resolution. Link to comment Share on other sites More sharing options...
Guest Lisa Posted February 13, 2013 at 08:31 PM Report Share Posted February 13, 2013 at 08:31 PM As a side note, we consulted a member of the National Association of Parliamentarians and she reviewed our bylaws and mintues - and did find that our motion was in line with the bylaws. Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 13, 2013 at 08:53 PM Report Share Posted February 13, 2013 at 08:53 PM Section 5 Removal. A member of the Board may be removed from the Board for failure to attend three meetings without sufficient cause, or for failure to perform the duties of the office. The AKC Delegate may be removed for failure to attend meetings of AKC Delegates without sufficient cause. Removal requires a vote of two-thirds (2/3) of the remaining members of the Board. The resulting vacancy shall be filled as described in Section 3 of this article.That doesn't really help much because being a Board member is different than being President. Being removed from the Board wouldn't necessarily remove someone as President (unless the bylaws say that the President must be a Board member in which case removing him or her from the Board would indirectly remove him or her from the Presidency).As a side note, we consulted a member of the National Association of Parliamentarians and she reviewed our bylaws and mintues - and did find that our motion was in line with the bylaws.Just my opinion but you all should ask for your money back because I don't see how adopting a resolution that the actions of the previous Board were against the bylaws would be proper. The proper course for the Board to take would be for a Board member to raise a Point of Order that the removal of the President from office is null and void based on RONR p. 251(a). The presiding officer would have ruled and that ruling may or may not have been Appealed (if it were Appealed the Board would have made the final decision).They only allowed the people who had voted for the original (illegal) motion (to rescind the previous motion) to vote for the resolution.That would definitely cause the resolution to be null and void because the right to vote for those members were improperly removed (RONR p. 3 ll. 1-9, p. 251[e], pp. 252-253). Link to comment Share on other sites More sharing options...
Guest Lisa Posted February 14, 2013 at 12:00 AM Report Share Posted February 14, 2013 at 12:00 AM Sorry, I guess my two comments were confusing - the parliamentarian found the motion that removed the president to be valid.And the president IS a member of the board."The Board shall have nine members, and shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Immediate Past President (who shall be a voting member of the Board), Delegate to the American Kennel Club, and two to three other persons, all of whom shall be members in good standing who are residents of the United States." Link to comment Share on other sites More sharing options...
Josh Martin Posted February 14, 2013 at 12:30 AM Report Share Posted February 14, 2013 at 12:30 AM The bylaws are pretty vague:Section 5 Removal. A member of the Board may be removed from the Board for failure to attend three meetings without sufficient cause, or for failure to perform the duties of the office. The AKC Delegate may be removed for failure to attend meetings of AKC Delegates without sufficient cause. Removal requires a vote of two-thirds (2/3) of the remaining members of the Board. The resulting vacancy shall be filled as described in Section 3 of this article.So what happened was that 2/3 of the board voted to remove the president "for failure to perform the duties of office."The new board thinks we violated the bylaws so they attempted to rescind the motion, realized they couldn't rescind the motion and adopted a "resolution that the actions of the previous board were against the bylaws." They only allowed the people who had voted for the original (illegal) motion (to rescind the previous motion) to vote for the resolution.As noted, it is ultimately up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. Interpreting your Bylaws is beyond the scope of RONR and this forum.I would certainly consider the opinion of a professional parliamentarian who has reviewed all the relevant documents to be highly persuasive, and if that doesn't convince the members I doubt they'll be any more convinced by the opinions of random strangers on the Internet who have only seen snippets of the documents.You might need to take the case to a higher authority (the general membership), if you feel the board is interpreting the Bylaws incorrectly. Link to comment Share on other sites More sharing options...
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