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removal of board member

Guest Jane

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A board member has been recently removed from the board in a board meeting according to the bylaw:




a) the office of a member of the Board of Directors my be vacated


a.iii. If he be removed by resolution of the society for good and sufficient cause




1)  The board took it upon themselves to remove the board member using this clause - does the board have authority to act by means of "resolution of the society" or should a special meeting have been called in order for "resolution of the society" to have taken place where any general member of the society would have the opportunity to attend and vote on the removal of this board member?

2)  Can the board member seek our the answer to what the "good and sufficient cause" was?


Thank you.

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1) I think it is pretty safe to say that when the term "Society" is used it is referring to the membership of the organization/club/society/etc itself and not the Board.  So absent additional language clarifying the situation it sounds like the members of the Society are the ones to remove the Board members and the Board has nothing to do with it..

2) The Board member can ask but absent language in the bylaws defining the phrase it pretty much means what the Membership says it means.  ;)

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How does the board member now go about addressing this issue with the board?  How does one go about making an appeal?


This is what the bylaws state under board duties:


  1. It shall have power to deal with all protests and appeals and all cases of discipline of any nature whatsoever arising out of lessons or performances under its jurisdiction and empower to use if necessary, its authority in the preservation and enforcement of good order. 

Thank you once again.

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How does the board member now go about addressing this issue with the board?


Well, it might be problematic for this board member to address the issue with the board since the board is apparently under the impression that he's no longer a board member. If he has any friends on the board, now might be the time to call in some favors.


How does one go about making an appeal?


First, a member will need to raise a Point of Order. At a meeting, he should rise and say, "Point of order!" The chair should ask him to state his point and the member can then explain why he feels the board's removal of the board member in question is null and void (because the bylaws state that power belongs to the society). The chair will rule the point well taken (meaning he agrees) or not well taken (meaning he disagrees) and explains his reasoning. If a member disagrees with the chair's ruling, he may then move to appeal from the decision of the chair, which will put the question in the hands of the board. A majority vote is required to overturn the chair's ruling. See RONR, 11th ed., pgs. 247-260 for more information.


If the board is not receptive to arguments that the board exceeded its authority (which would not surprise me), then the next step would be to try raising these issues at a meeting of the society instead.

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Can the member (who the board no longer recognizes as being a board member) raise a Point of Order?


Technically, yes, but good luck getting the board to accept that (since they don't think he's a board member). I think he's better off getting someone else to raise the Point of Order if you're doing this at a board meeting.


Assuming he is a member of the society, he's certainly free to raise a Point of Order at a meeting of the society.


Sorry, or can the motion be declared null and void or revoked?


Yes, it can be declared null and void. That's what the Point of Order and Appeal are for.

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