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Board of Director meetings and removing president


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A new president took office in December and has chosen to not follow many of our bylaws; not prepare to follow Robert's Rules of Order during meetings; circumvent procedures; and not follow the guidance and suggestions of the BOD members. After the first full meeting members were in shock and absolutely distraught that this 89 year old organization was being torn apart by someone who so blatantly went against the bylaws and threatened certain aspects of the group including a name change. As a result the five BOD members met and invited the two secretaries and treasurer to attend a BOD meeting. Our bylaws do not say how to hold a BOD meeting only that an Executive Board meeting must be called by the president. Thus the reason for inviting other members of the group to a meeting of our BOD to express their opinions. After an hour and a half of discussion BOD members unanimously voted to remove her from office for the good of the organization. One of the secretaries had chosen not to attend and immediately called her own meeting. At this meeting she declared that our meeting had been illegal because the president had not been there. She wasn't at her meeting either. She pulled out her Roberts Rules of Order and proclaimed that the only way that we could remove the president was through a trial which she stated was in front of our whole group. She is a staunch supporter of this president after initially expressing distrust and felt the president should have a second chance. We felt that we had given the president ample opportunity to show that she had the best interest of the group at heart and she had instead brought in her "army" of new recruits who were not properly introduced through our membership committee and invited to join. Instead she and they took over the meeting. We held our BOD meeting to avoid another fiasco like that . We wanted to approach her with our vote and intention and give her an opportunity to resign - a much nicer way of doing this. Now that this secretary has become so vocal she is bullying people into believing we were wrong in the way we approached this problem though she is the one who called an Executive Board meeting that can; according to our bylaws; only be called by the President. Those of us who could not attend the meeting she called (2 of us) are beside ourselves and don't know what we can and should do at this point. We believe that we still have 4 BOD members who agree to remove her. One has definitely sided with the secretary. Was our meeting somehow illegal? We followed nonprofit law to vote to remove her in the best interests of the organization because we have no statement in our bylaws regarding this. The secretary claims we have to live with the situation and that we cannot remove her. We were going to take it to the electorate if the president chose not to resign once we told her our decision. We wanted to avoid drama because most members are very unhappy with what has taken place and want business as usual. Help. What can we do? We thought we had resolved our problem and now this. How do we proceed?

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On a non-parliamentary note, remember that paragraph breaks are your friends. :)

Was our meeting somehow illegal?

The meeting and the decision to motion to remove the President are null and void. Special meetings of the board can only be called if provided for in the Bylaws, and if they are provided for in the Bylaws you must follow those provisions. Based on the facts you've presented, it looks like special meetings of the board are either not authorized or they may only be called by the President. Additionally, all members of the board (including the President) must be notified of the date, time, and place of the meeting and of the topics to be discussed at the meeting, and it's unclear whether that happened. See RONR, 11th ed., pgs. 91-93 for more information on special meetings.

Furthermore, since your Bylaws are silent on the subject of discipline of officers, the board does not have the authority to remove the President. A formal trial may or may not be required depending on how your Bylaws are worded (see FAQ #20 for more information), but in any event, the authority to remove the President rests with the general membership.

What can we do? We thought we had resolved our problem and now this. How do we proceed?

See FAQ #20.

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Thank you so much for that information and the time you took in writing it. Obviously we are distressed. We have read FAQ #20 and it is not clear where our bylaws stand. We have no "and" and no "or". Our bylaws simply state "Installation of new officers shall be held at the December meeting and they shall take office on January 1st." Further it states that "In case of a vacancy occurring during the club year; the Executive Committee shall appoint a member to fill the post; except the President; in which cast the VP automatically becomes President". This is a truly giving organization and there have been NO problems in the past. This President clearly does not have the best interests of the group in mind. Can we not simply move to remove her from office? This could be the end of the club if she continues. It is that bad. Any lengthy process will mean a massive exodus of members and her so called "army" she is bringing in will change everything good we have worked so hard for. Help. We have a list of 14 items that are in violation of our bylaws. We have tried so hard to work with her and now with parliamentary procedure but we are literally dying. Is there nothing we can do?

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Aside from istallation, what do the bylaws say about the terms of office? (Please quote exactly.)

(Josh, how can you confidently say the meeting was null and void, since all we have are paraphrases?)

I will copy the Article VI dealing with Elections

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The election of officers and Directors shall be held at the November meeting of the Club.

The President shall appoint, at the September meeting, a nominating committee of five members, who shall immediately select a slate of officers, which will be presented to the Club at the November meeting for election for the ensuing year. This early appointment of a nominating committee is for the purpose of helping proposed candidates become familiar with the duties of the offices for which they are candidates. Officers presented by the nominating committee shall be voted upon by members and elected by a majority vote.

Nominations maybe made by members from the floor upon completion of the nominating committee report.

Installation of new officers shall be held at the December meeting and they shall take office on January 1. Books of the current year are to be closed as of December 31. All books and records will be turned over to the new officers by the January meeting.

In case of a vacancy occurring during the club year, the Executive Committee shall appoint a member to fill the post, except the President, in which case the Vice President automatically becomes President.

Regarding the Board of Directors

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The Board of Directors, together with the Officers shall constitute the Executive Board and manage club affairs. Each Director shall serve for a term of three years. The retiring President shall automatically become a member of the Board of Directors when a new president is elected.

If a President retires each year, this will make at least three retired Presidents on the Board of Directors.

If at any time, there are not five members on the Board due to the expiration of term or resignation of a member, the President shall appoint a Director to fill the vacancy. Funds may be transferred between budget categories according to the needs of the Treasury at the discretion of the Board of Directors

Regarding the duties of the officers and the President

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Officers and Duties

The officers of the Club shall be a President, Vice President, Secretary, Corresponding Secretary, Treasurer and a Board of Directors consisting of five members. The Officers and Board of Directors shall constitute the Executive Board.

President

The President shall preside at all meetings at which she is present. She shall appoint the committees to function during the club year with the consent and ratification of the Board of Directors, call special meetings, postpone meetings and exercise general supervision over the affairs and activities of the Club.

Committees are to be appointed by January meeting. The yearbook shall be ready to be given out at the February meeting and shall clearly define the duties of standing committees.

That is it. Our bylaws are inadequate as we have just discovered but that doesn't help us in this case. She has not done any of the duties as prescribed by the bylaws and has overtly violated protocol to do as she wants which is not in the best interests of the group.

Yes. we mean literally we may die. We would consider dissolution of the group over having this become the type of organization she wants to turn it into. She has told us she was bringing her "army" to the next meeting though none of them have been invited by our membership committee to join us and they have not been voted in as members (according to the bylaws). She has told people she has had three lawsuits in the past and has won all of them. She has mocked our age and abilities because many of us are retired. Few want to continue as members with her at the helm.

I am very willing to send any other information you want. I have tried to keep things short but it is hard. I keep reading and rereading RROO and our bylaws but cannot seem to connect things. I wish I knew more to help everyone. They are putting their trust in me as a past president. Any help is much appreciated.

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Can we not simply move to remove her from office?

Based on the information provided, no. As noted in FAQ #20, if the Bylaws simply provide for a fixed term of office, then formal disciplinary procedures by the general membership are required to remove an officer.

Is there nothing we can do?

You can have the general membership follow the formal disciplinary procedures in Section 63 of RONR.

(Josh, how can you confidently say the meeting was null and void, since all we have are paraphrases?)

I suppose I cannot say for certain that the meeting itself is null and void, although it seems likely since even if the Bylaws authorize board members to call special meetings, it looks to me that the meeting may have been improperly called due to (for instance) failing to send notice to all members of the board.

It seems clear, however, that the board's actions at the meeting are null and void since the original poster clearly states that the Bylaws are silent on the topic of discipline. Thus, regardless of how the term of office is defined, the board does not have the authority to remove anyone from office. Such authority rests with the general membership unless the Bylaws provide otherwise.

We would consider dissolution of the group over having this become the type of organization she wants to turn it into.

Dissolution has the same requirements as amending the Bylaws, so that's a pretty high bar to cross, but that's an option you can look into if you wish.

She has told us she was bringing her "army" to the next meeting though none of them have been invited by our membership committee to join us and they have not been voted in as members (according to the bylaws).

If the President is attempting to have non-members vote, you should be prepared to raise a Point of Order and an Appeal if necessary.

Does the President have the support of the actual members of the organization? If so, you're fighting a losing battle. If not, then there may still be hope.

She has told people she has had three lawsuits in the past and has won all of them.

If this is accurate, it would be highly advisable to consult a lawyer before proceeding.

I am very willing to send any other information you want. I have tried to keep things short but it is hard. I keep reading and rereading RROO and our bylaws but cannot seem to connect things. I wish I knew more to help everyone. They are putting their trust in me as a past president. Any help is much appreciated.

Based on the information provided, I still maintain that the general membership will need to follow formal disciplinary procedures to remove the President. I certainly see nothing that would suggest that the board has the authority to remove the President. The only other solution I could imagine would be to amend the Bylaws to change that.

Edited by Josh Martin
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Based on the information provided, no. As noted in FAQ #20, if the Bylaws simply provide for a fixed term of office, then formal disciplinary procedures by the general membership are required to remove an officer.

You can have the general membership follow the formal disciplinary procedures in Section 63 of RONR.

I suppose I cannot say for certain that the meeting itself is null and void, although it seems likely since even if the Bylaws authorize board members to call special meetings, it looks to me that the meeting may have been improperly called due to (for instance) failing to send notice to all members of the board.

It seems clear, however, that the board's actions at the meeting are null and void since the original poster clearly states that the Bylaws are silent on the topic of discipline. Thus, regardless of how the term of office is defined, the board does not have the authority to remove anyone from office. Such authority rests with the general membership unless the Bylaws provide otherwise.

Dissolution has the same requirements as amending the Bylaws, so that's a pretty high bar to cross, but that's an option you can look into if you wish.

If the President is attempting to have non-members vote, you should be prepared to raise a Point of Order and an Appeal if necessary.

Does the President have the support of the actual members of the organization? If so, you're fighting a losing battle. If not, then there may still be hope.

If this is accurate, it would be highly advisable to consult a lawyer before proceeding.

Based on the information provided, I still maintain that the general membership will need to follow formal disciplinary procedures to remove the President. I certainly see nothing that would suggest that the board has the authority to remove the President. The only other solution I could imagine would be to amend the Bylaws to change that.

We are very willing to make a motion to the general membership at the next meeting stating all of our reasons why she should be removed and we are fairly certain that we have at least two thirds of the general membership who will vote to remove her. We just are not sure this is within what what we can do. We have the 14 points written up and agreed upon by all of us. "Us" is about half of our group being involved in these activities. A few just have not been available. A few others will not outwardly support us in fear of retaliation from the President but on a paper ballot would vote against keeping her in office. And about 3 people are her proponents. One of these people keeps telling us we would have to have a "trial" and that it would be messy; she has won three lawsuits and do we really want to go there. This is so surreal to all of us. We are treading water....barely. Can we just make a motion and have everyone vote on it? Do our bylaws allow that? This is where we are not clear. Do we have to go through a "trial"? Her "army" will not be members as of the next meeting and cannot vote on this. We would like to make the motion at that time. We have been becoming much more familiar with what we can say and when and don't plan on allowing her to bully us and ramrod motions through. The shock is over and the anger has set in. We want to do things by the book and just need guidance. Thank you for your help.

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We are very willing to make a motion to the general membership at the next meeting stating all of our reasons why she should be removed and we are fairly certain that we have at least two thirds of the general membership who will vote to remove her. We just are not sure this is within what what we can do.

I don't think it is. Based upon the facts provided and the information in FAQ #20, it looks to me like formal disciplinary procedures are required. Be sure to review the rules in Section 63 of RONR in their entirety before proceeding.

We have the 14 points written up and agreed upon by all of us. "Us" is about half of our group being involved in these activities. A few just have not been available. A few others will not outwardly support us in fear of retaliation from the President but on a paper ballot would vote against keeping her in office. And about 3 people are her proponents.

A ballot vote is certainly an option. Under formal disciplinary proceedings, when you reach the end of the trial, a single member may demand that the vote on the question of guilt and on the penalty shall be taken by ballot.

One of these people keeps telling us we would have to have a "trial" and that it would be messy; she has won three lawsuits and do we really want to go there. This is so surreal to all of us. We are treading water....barely.

A trial won't necessarily be that messy. You might want to seek out a professional parliamentarian in your area for assistance due to its complexity, though. (Look up the National Association of Parliamentarians or American Institute of Parliamentarians for assistance.) Also, I don't think the member's experience in legal trial will necessarily mean she'll be an expert at facing a disciplinary trial under RONR. They're not quite the same, and I'd bet she's not familiar with the process either (since few people are).

If anything, I'd say that the fact that the member is litigious is all the more reason to do this "by the book," in case she sues the society. I think that's also another reason to potentially seek professional assistance.

Can we just make a motion and have everyone vote on it? Do our bylaws allow that? This is where we are not clear. Do we have to go through a "trial"? Her "army" will not be members as of the next meeting and cannot vote on this. We would like to make the motion at that time. We have been becoming much more familiar with what we can say and when and don't plan on allowing her to bully us and ramrod motions through. The shock is over and the anger has set in. We want to do things by the book and just need guidance. Thank you for your help.

Based on the facts presented, I think you'll need to hold a trial. As noted in FAQ #20, if the Bylaws simply provide for a fixed term of office, then formal disciplinary procedures by the general membership are required to remove an officer. See Section 63 of RONR for more information on the trial (and the steps leading up to a trial).

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Since she is bringing her "army" may we request that any nonmembers not be part of any meeting where we are discussing this type of matter? What is the appropriate way to do that? Thank you again.

It is fully appropriate (and highly recommended) to hold any disciplinary procedures in executive session, which not only requires all non-members (unless the assembly specifically orders otherwise) to leave the room, but also means that members cannot discuss what happened with non-members. A member may simply move "that the assembly enter executive session." It is debatable and requires a majority vote for adoption.

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BPWmember,

What do your bylaws say about amending them? Would you mind quoting that bit?

In addition to the formal disciplinary process outlined in Chapter XX, I see two other actions that may be helpful:

1) READ what your bylaws say about AMENDING them. If they are silent, but your bylaws prescribe RONR as its parliamentary authority, I would immediately set out to amend them. (A professional parliamentarian can help with this as well.)

2) Meanwhile, you can suspend the rules at each meeting and appoint another member to chair the meeting. This may be exceedingly helpful at this time. Be prepared, by writing down the steps you would take, including appeal from the chair, so that it goes smoothly. Additionally, part of that preparation would be having those same written steps reviewed with other members prior to the meeting so that you are all on the same page.

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BPWmember,

What do your bylaws say about amending them? Would you mind quoting that bit?

In addition to the formal disciplinary process outlined in Chapter XX, I see two other actions that may be helpful:

1) READ what your bylaws say about AMENDING them. If they are silent, but your bylaws prescribe RONR as its parliamentary authority, I would immediately set out to amend them. (A professional parliamentarian can help with this as well.)

2) Meanwhile, you can suspend the rules at each meeting and appoint another member to chair the meeting. This may be exceedingly helpful at this time. Be prepared, by writing down the steps you would take, including appeal from the chair, so that it goes smoothly. Additionally, part of that preparation would be having those same written steps reviewed with other members prior to the meeting so that you are all on the same page.

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Article VIII

This Constitution may be amended at a business meeting by a two-thirds vote of those present, provided always that the proposed amendments have been submitted in writing at a previous business meeting.

Here is the probVersion:1.0 StartHTML:0000000228 EndHTML:0000003051 StartFragment:0000002415 EndFragment:0000003015 SourceURL:file://localhost/BPW%20-%20Wellsville%20Business%20and%20Professional%20Women's%20Club/BPW%20By-Lawsrev2011.doc

Article VIII

This Constitution may be amended at a business meeting by a two-thirds vote of those present, provided always that the proposed amendments have been submitted in writing at a previous business meeting.

Here is a new problem. We are actually two organizations under the same major heading. In the second organization which is connected with several other "sister" groups working with an auxiliary Article VII is the same as what I just copied but Article VIII states:

The current edition of Robert’s Rules of Order governs this organization in all situations that are not provided for in the By Laws.
One set of bylaws states we are governed by Robert's and the other doesn't. Both have the same means of amending the bylaws.
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I'm literally dying here. Literally.

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*Buries Edgar*

*tosses a flower on the grave*

*moves on*

BWP, does your organization provide for RONR? If not, does it provide for a different parliamentary authority?

Regarding amending the bylaws, it looks like this to me:

1) The assistance of a parliamentarian;

2) Some thoughtful consideration and agreement by 2/3rds; and,

3) Two board meetings (one with the proposed amendments, the second with the passing vote),

will put you all on the road to recovery ... and a new president. (I would give consideration to suspending the rules and appointing another chair in the meantime -- for these two meetings).

The last thing I would suggest is that as a board you invite a parliamentarian to do a bit of training or offer a workshop to your group.

Good luck.

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*Buries Edgar*

*tosses a flower on the grave*

*moves on*

BWP, does your organization provide for RONR? If not, does it provide for a different parliamentary authority?

Regarding amending the bylaws, it looks like this to me:

1) The assistance of a parliamentarian;

2) Some thoughtful consideration and agreement by 2/3rds; and,

3) Two board meetings (one with the proposed amendments, the second with the passing vote),

will put you all on the road to recovery ... and a new president. (I would give consideration to suspending the rules and appointing another chair in the meantime -- for these two meetings).

The last thing I would suggest is that as a board you invite a parliamentarian to do a bit of training or offer a workshop to your group.

Good luck.

Thank you very much for all of your help. We live in the middle of nowhere so I doubt we can find a parliamentarian but we will try. You have given us hope and suggestions. That is more than we had. Thank you again.

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