Director Remuneration Question

[Guest Bob]

I’m part of to an organization that has one full time paid employee and a part time paid bookkeeper (not members) who work in the Central Office. All members of our association who do any work do so on a volunteer basis.

Our Bylaws state “No Director, under any circumstance may receive remuneration for his/her services; but by resolution of the Board, properly vouched expenses for his/her attendance at regular and special meetings of the Board, and expenses incurred in the performance of his/her duties will be allowed”

One of our Directors proposed that he/she develop a training course as a pilot project to see if we could encourage more interest in our organization through education. Similar projects have been done in the past for internal education but this was a new initiative aimed much more a non members. The proposed budget for the project had a line for an amount for teacher and training expenses and that the project would move ahead when completed.

A couple months later it was reported by the Committee Chair (also organization Treasurer) that he/she had held two training sessions that had been quite successful. It also came to light that the Chair taught the courses without seeking a volunteer or soliciting for a qualified professional, or consulting the Board of Directors and paid his/her self for the work.

The Board and membership are now split on the situation that has arisen, one side says that since inception Directors of the association have always put in hundreds of volunteer hours with no expectation of remuneration. While the Treasurer maintains this is old time thinking and she will propose a By-Law change at the next Annual Meeting to allow for Directors to be paid, but in the meantime she will only return the pay if the Ethics Committee (his/her’s best friend is chair of that committee) says he/she must.

In the meantime a more than required number of members have called a Special Meeting to have the Treasurer removed for his/her actions. The President and First Vice-President have both had unexpected commitments come up since the Special Meeting was called. Unless something changes with either of their schedules, as Second Vice-President, I will chair the meeting. Any advise and or comments you can give will be helpful.

[Chris Harrison]

If you do end up presiding over the Special Meeting be sure that any requirements under the bylaws for removing the Treasurer are followed. Besides that I am not sure what further advice I can give but if you tell us what sort of advice or comments you are looking for we might be able to help.

[Guest Guest]

So is what you suggest is the Treasurer paying their self may not be grounds for removal even if is against our current By-Laws. What good are the By-Laws of our group if the majority of the Board chose to ignore them without consequence.

[Chris Harrison]

So is what you suggest is the Treasurer paying their self may not be grounds for removal even if is against our current By-Laws.

I am suggesting nothing of the sort. I am suggesting that if the Treasurer is removed from office that every "t" is crossed and every "i" is dotted so he or she can't come back later and argue that he or she was improperly removed.

[Guest Drake]

I am suggesting nothing of the sort. I am suggesting that if the Treasurer is removed from office that every "t" is crossed and every "i" is dotted so he or she can't come back later and argue that he or she was improperly removed.

Examples: If your Special Meeting is for the purpose of removing the Treasurer, is the Special Meeting properly noticed? Does the notice clearly state the purpose? Do your bylaws have any special requirements for removing someone from an officer role--or the board, if that's the way you go? Do you have to give any officer, or board member X # of days notice to remove them from an Officer role or from the board?

If your President and First VP are absent, will you have a quorum? Will you have enough members to vote the Treasurer off as an officer, or off the board entirely?

~Just imagining what some of those crossed "t"s and dotted "i"s would look like...

'Tis no fun to vote someone out of office and off the board only to have their ghost reappear like a bad dream...

[Guest Bob]

Our By-Laws state that, “The office of Director shall be automatically vacated: If at a special meeting of members, a special resolution is passed by ¾ of the members present at the meeting that he/she be removed from office”

However the petition for the Special Meeting calls only for the removal of the Treasurer from that position only, this mirrors a motion made by a Board member and reported in the minutes of a Board meeting, but later withdrawn that the Treasurer step down as she did he/she did not possess the skill set for that position, In addition to to the lack of judgement of paying herself for committee work.

So is the provision is the provision to remove the Treasurer from that positon the only one that can be voted on at the Special Meeting? Trying to start early with the Is and the Ts

[Guest Drake]

Have you read what your bylaws have to say about Special Meetings? o

Are your bylaws silent about Special Meetings?

Do your bylaws specify RONR or Roberts Rules as the parliamentary authority?

And...if you think it best to be rid of the Treasurer as an Officer and a Board member, if you are only able to remover her as an Officer at the special meeting...you've gained some ground.

[Guest Bob]

The Special Meeting By-Laws have been satisfied and were made by the General Membership, currently about 250, a quorum for any AGM of Special Meeting of the membership is 30 members present.

While I do have my own opinion, I am not among the petitioners for the meeting and really do want to remain neutral as chair of the meeting as well as give sound and founded information should questions arrise. items not covered under our By-Laws are to folow procedures set out in Roberts Rules of order, latest edition.

[Gary c Tesser]

... While I do have my own opinion, I ... and really do want to remain neutral as chair of the meeting ...

Commendable; but if OP Guest Bob is also Guest Guest of Post 3, you have already shown some opinion and inclination. Maybe keep an eye on that.

... as well as give sound and founded information should questions arise.

Commendable. I guess you're thinking about what your ruling should be if the question posed in Post 6 above comes up. Please note, Guest Bob, that we posters here on the world's premier Internet parliamentary forum prudently avoid interpreting bylaws over the Internet, and that, generally, no one can give an informed opinion as to what something in the bylaws means without, at a minimum, having read the bylaws in their entirety (which is not feasible here, so please do not be tempted to post them).

Which particularly means we avoid interpreting a snippet (pronounced snip-PAY in Louisiana and Quebec, parts of Normandy, and my living room on Wednesdays at meetings of Le Societe' Brooklynoise du Francophoni). I'd guess you're wondering, say, whether the quoted bit about a vacated office of Director should be applied to the Treasurer, or, if not, some other procedure, such as RONR's Chapter Twenty, Section 62, p. 653 - 654, and maybe therefore also Section 63. And maybe you're wondering whether, if this snippet is determined to apply to the Treasurer, the specified procedure is the only one allowed. Good question. Don't try to answer it, Guest Bob, without having read the bylaws in their entirety, and having consulted RONR's well-considered principles of interpretation, especially that #4 on p. 589 -90, and perhaps having asked yourself (frankly, I'm asking myself) whether that principle #4 does apply, to rule out any other procedures, since #4 speaks of things that are authorized, but you are, instead, looking to see whether your procedure is what you are limited to.

Be prepared for, and I'd suggest welcome and even explicitly invite, an appeal on the ruling; perhaps you might actually pre-arrange with another member to appeal it, or simply judiciously throw the question of the ruling into the lap of the assembly (p. 254).

(Not the first time I've wondered that, irrespective of Guest Bob's particular concern. Comments welcome. As the recently popular locution puts it, "Thoughts?" or the delightfully creepy "What say you?")

N.B. Some of Guest Bob's typos corrected, to make room for some of mien.

(Great Steaming Cobnuts, that was cheap.)

[sMargaret]

While the Treasurer maintains this is old time thinking and she will propose a By-Law change at the next Annual Meeting to allow for Directors to be paid, but in the meantime she will only return the pay if the Ethics Committee (his/her’s best friend is chair of that committee) says he/she must.

Oh yes, actually following the bylaws is definitely "old time thinking". How pre-millennial. Sheesh.

In the meantime a more than required number of members have called a Special Meeting to have the Treasurer removed for his/her actions. The President and First Vice-President have both had unexpected commitments come up since the Special Meeting was called. Unless something changes with either of their schedules, as Second Vice-President, I will chair the meeting. Any advise and or comments you can give will be helpful.

I will second the advice to make sure all the t's are crossed and i's dotted. I will also note that having a copy of The Book and The Book in Brief will be very useful to you, as presumably you don't chair the meeting that often.

It would be of interest to know how many people would be in favour of an amendment of the bylaws to allow for directors to be paid - mainly because I would hope that would sink like a rock - but not sure how you could actually do that at the special meeting. "Motion: to review a change of bylaws to allow directors to receive payment", with the rationale as that being the only method for the Treasurer to actually receive payment? And then have that fail, so that people know what the position of the membership is? (I'm sure those wiser than me will chime in with some comments about how this would be a bad idea).

[Josh Martin]

Our By-Laws state that, “The office of Director shall be automatically vacated: If at a special meeting of members, a special resolution is passed by ¾ of the members present at the meeting that he/she be removed from office”

However the petition for the Special Meeting calls only for the removal of the Treasurer from that position only, this mirrors a motion made by a Board member and reported in the minutes of a Board meeting, but later withdrawn that the Treasurer step down as she did he/she did not possess the skill set for that position, In addition to to the lack of judgement of paying herself for committee work.

So is the provision is the provision to remove the Treasurer from that positon the only one that can be voted on at the Special Meeting? Trying to start early with the Is and the Ts

Interpreting your Bylaws is beyond the scope of RONR and this forum. It will be up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

RONR does provide that you can only conduct business at a special meeting that is included in the call of the meeting. So if the call only says "removal from the office of Treasurer," that's all you can do.

Oh yes, actually following the bylaws is definitely "old time thinking". How pre-millennial. Sheesh.

I will second the advice to make sure all the t's are crossed and i's dotted. I will also note that having a copy of The Book and The Book in Brief will be very useful to you, as presumably you don't chair the meeting that often.

It would be of interest to know how many people would be in favour of an amendment of the bylaws to allow for directors to be paid - mainly because I would hope that would sink like a rock - but not sure how you could actually do that at the special meeting. "Motion: to review a change of bylaws to allow directors to receive payment", with the rationale as that being the only method for the Treasurer to actually receive payment? And then have that fail, so that people know what the position of the membership is? (I'm sure those wiser than me will chime in with some comments about how this would be a bad idea).

If the call for the special meeting only provides for the removal of the treasurer, a motion to review a change to the Bylaws would not be in order, regardless of the rationale for the change.