Removal of an etire executive Board by the membership

[cgh6366]

This is regarding a sports club executive board where much of the membership seeks to remove sitting board members for failure to do what is in the best interests of the club.

 

There are no provisions for removal in the club’s by-laws.  I have read the RONR removal process and the existing by-laws are not clearly one or the other in the examples given.

 

They read:

 

Section 04 Election of Officers and Directors

 

All Board positions except President and Secretary shall be up for election at the first Annual General Meeting held in June, 2009. Thereafter, the election and removal of the Board shall be conducted as follows:

 

A.  The President, Secretary and Director of Player Development will be elected in even numbered years for a period of two consecutive years.

 

B.  The Vice President, Treasurer, Director of Operations and Director of Coaching shall be elected in odd numbered years for a period of two consecutive years.

 

The positions are all elected by the membership

 

My question is, can they be removed by the following actions listed in RONR – “the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice.”

 

This gets tricky because we may be removing an entire board of 5 people, so would we have to use the majority of the entire membership option?  It is unlikely that the board members would vote each other out.

 

Thank you for the clarification.

 

~Chris

[Josh Martin]

All Board positions except President and Secretary shall be up for election at the first Annual General Meeting held in June, 2009. Thereafter, the election and removal of the Board shall be conducted as follows:

 

They say "and removal," but your bylaws are silent on removal?

 

My question is, can they be removed by the following actions listed in RONR – “the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice.”

 

No. You don't have the "or until their successors are elected" clause. You'll need to use the formal disciplinary procedures in Section 63 of RONR.

 

This gets tricky because we may be removing an entire board of 5 people, so would we have to use the majority of the entire membership option?  It is unlikely that the board members would vote each other out.

 

All of those options refer to a vote by the membership, since that is the body which elected the board - but, as noted, you'll need to use formal disciplinary procedures.

[cgh6366]

Thank you for the reply.

 

Yes, it is silent on removal/discipline except for "Any board member with unexcused absences at two consecutive meetings or who is negligent in his/her duties to the Board shall be subject to suspension or removal at the discretion of the Board."

 

Unfortunately, it seems the entire Board has been negligent.

 

So when removing an entire board and initiating the formal discipline process, how does that motion work from the membership with the likelihood that no member will call for a vote on the initiation of removal process for all of them? 

[Guest Edgar]

Yes, it is silent on removal/discipline except for . . . 

 

Then it's not silent.

[cgh6366]

Thanks Edgar, that was amazingly useful

[Guest Edgar]

Thanks Edgar, that was amazingly useful

 

My pleasure. This is one site where it pays to be precise in one's use of words.

[cgh6366]

I understand that, hence the use of the word except.

[Josh Martin]

Yes, it is silent on removal/discipline except for "Any board member with unexcused absences at two consecutive meetings or who is negligent in his/her duties to the Board shall be subject to suspension or removal at the discretion of the Board.

 

So it's silent on removal and discipline except for saying how board members are removed.

 

It appears to me that you may have been mistaken in your original post when you said there were no provisions for removal.

 

So when removing an entire board and initiating the formal discipline process, how does that motion work from the membership with the likelihood that no member will call for a vote on the initiation of removal process for all of them? 

 

It doesn't seem relevant anymore. Based on this new information, I think you're stuck with the board until the next regular elections or until you amend the bylaws (whichever comes first). Take a look at the last sentence of FAQ #20: "Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed." If the bylaws say that board members are removed "at the discretion of the board," then that's that.

[cgh6366]

The only provision is for removal of a board member at the discretion of the board.  So I'm hoping we're back to where we started with the disciplinary procedures.  Otherwise it seems like this is a "poison pill" provision that only allows the board to remove themselves, not the membership.

[Josh Martin]

The only provision is for removal of a board member at the discretion of the board.

 

Then that's the only provision.

 

So I'm hoping we're back to where we started with the disciplinary procedures.

 

Nope. Your bylaws take precedence over RONR.

 

Otherwise it seems like this is a "poison pill" provision that only allows the board to remove themselves, not the membership.

 

That's what it looks like to me. Perhaps you should start working on amending the bylaws.