Guest Alecz41 Posted December 7, 2013 at 12:44 PM Report Share Posted December 7, 2013 at 12:44 PM Does RR allow the removal of a Board member by the remaining members of the Board if there are no provisions in that organizations By-Laws? The By-Laws do use RR as the default if no such rules exist? Link to comment Share on other sites More sharing options...
jstackpo Posted December 7, 2013 at 01:38 PM Report Share Posted December 7, 2013 at 01:38 PM Please define your word "removal" Removal from a board meeting? From the Board itself? From membership in the society? Something else? Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 7, 2013 at 01:47 PM Report Share Posted December 7, 2013 at 01:47 PM Does RR allow the removal of a Board member by the remaining members of the Board if there are no provisions in that organizations By-Laws?No. By default, boards have no authority. In fact, by default, associations don't have a board at all. The By-Laws do use RR as the default if no such rules exist?See FAQ #20. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 7, 2013 at 07:00 PM Report Share Posted December 7, 2013 at 07:00 PM Does RR allow the removal of a Board member by the remaining members of the Board if there are no provisions in that organizations By-Laws? No, unless the board elects its own members. (I'm assuming you mean removal from the board. Correct me if I'm wrong.) Link to comment Share on other sites More sharing options...
Guest alecz41 Posted December 7, 2013 at 10:10 PM Report Share Posted December 7, 2013 at 10:10 PM Yes, its removal from the board, not a meeting. The Board member spouted off and used profanity when addressing 4 individuals of the organizations membership at the monthly membership meeting. The Board subsequently held a special meeting, and informed the Board member in question that he had been removed by a unanimous vote. Is that possible? Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 7, 2013 at 10:15 PM Report Share Posted December 7, 2013 at 10:15 PM Is that possible? No, unless the board elects its own members. Link to comment Share on other sites More sharing options...
jstackpo Posted December 7, 2013 at 10:16 PM Report Share Posted December 7, 2013 at 10:16 PM Possible? Only if your bylaws give your Board the authority do so. Was the "spouter" told of the Special Meeting ahead of time so he could attend? Does your Board have the (bylaw granted) authority to call Special Meetings in the first place? If the answer to either question is "No", then the Board's action is most likely totally improper and should be nullified. Link to comment Share on other sites More sharing options...
Guest alecz41 Posted December 7, 2013 at 10:36 PM Report Share Posted December 7, 2013 at 10:36 PM He was notified, and the board does have the authority, per the by-laws, to call a special meeting. There are provisions to discipline general members for "conduct likely to damage the good nature of the club" but nothing concerning the termination of an officer's term. Link to comment Share on other sites More sharing options...
Guest alecz41 Posted December 7, 2013 at 10:43 PM Report Share Posted December 7, 2013 at 10:43 PM also, to muddy the water, the organization's secretary (a voting member of the Board) breached the confidentiality of the meetings content in an email to a general member (not on the Board) Link to comment Share on other sites More sharing options...
Josh Martin Posted December 8, 2013 at 12:43 AM Report Share Posted December 8, 2013 at 12:43 AM He was notified, and the board does have the authority, per the by-laws, to call a special meeting. There are provisions to discipline general members for "conduct likely to damage the good nature of the club" but nothing concerning the termination of an officer's term. Then my answer is still no, the board cannot remove the board member from the board, unless the board elects its own members. If the general membership elects the board's members then, unless the bylaws provide otherwise, only the general membership has the power to remove the board's members. also, to muddy the water, the organization's secretary (a voting member of the Board) breached the confidentiality of the meetings content in an email to a general member (not on the Board) Well, that's a separate problem. Link to comment Share on other sites More sharing options...
Guest Alecz41 Posted January 13, 2014 at 10:14 PM Report Share Posted January 13, 2014 at 10:14 PM Is there a specific chapter in RR which this can be referenced? The member informed the board of their illegal action to which they (the board) decided instead, to suspend the member for the remainder of his term. Then they appointed a replacement board member. I submit that though the by-laws are gray enough to allow the suspension, the seat must remain vacant or, the membership must vacate the seat by a 2/3 vote. Any thoughts? Link to comment Share on other sites More sharing options...
jstackpo Posted January 13, 2014 at 10:21 PM Report Share Posted January 13, 2014 at 10:21 PM Chapter 20 goes into disciplinary procedures in considerable depth. I'll leave going through that and applying it to your situation all up to you. You mentioned "suspend". This might be relevant... In Good Standing:RONR/11 defines the term "member in good standing" on p. 6 in the footnote as referring to a member whose membership rights are not in suspension, either as a consequence of disciplinary proceedings (Chapter XX) or by operation of some specific provision in the bylaws of the organization.So if you use the phrase "in good standing" in the bylaws, be sure to define exactly what you mean: what causes a member not to be in good standing, what he has to do to get back into the good graces of the association, &c. Also, you should specify which membership rights, duties, privileges, &c. are lost or suspended (or retained) by a member as a consequence of his being in "bad standing" as distinct from his being in good standing or ceasing to be a member at all. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 13, 2014 at 10:49 PM Report Share Posted January 13, 2014 at 10:49 PM Is there a specific chapter in RR which this can be referenced? The member informed the board of their illegal action to which they (the board) decided instead, to suspend the member for the remainder of his term. Then they appointed a replacement board member. I submit that though the by-laws are gray enough to allow the suspension, the seat must remain vacant or, the membership must vacate the seat by a 2/3 vote. Any thoughts? Nothing in RONR grants the board the authority to "suspend" the member from the board - in fact, it doesn't discuss the possibility of "suspending" board members at all. Additionally, since the member was "suspended" for the remainder of his term, and was replaced, it sounds more like a removal to me. Whether it is indeed correct that the bylaws "are gray enough to allow the suspension" is a question for the society to interpret. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. I would certainly agree that, even if "suspending" the board member for the rest of his term is somehow appropriate (which I highly doubt), it would not be in order to appoint a replacement, since no vacancy exists. As for properly removing the board member in question, see FAQ #20. For provisions on filling vacancies, check your bylaws. Chapter 20 goes into disciplinary procedures in considerable depth. I'll leave going through that and applying it to your situation all up to you. You mentioned "suspend". This might be relevant... In Good Standing:RONR/11 defines the term "member in good standing" on p. 6 in the footnote as referring to a member whose membership rights are not in suspension, either as a consequence of disciplinary proceedings (Chapter XX) or by operation of some specific provision in the bylaws of the organization.So if you use the phrase "in good standing" in the bylaws, be sure to define exactly what you mean: what causes a member not to be in good standing, what he has to do to get back into the good graces of the association, &c. Also, you should specify which membership rights, duties, privileges, &c. are lost or suspended (or retained) by a member as a consequence of his being in "bad standing" as distinct from his being in good standing or ceasing to be a member at all. In this situation, it seems the board "suspended" the individual from his position as a member of the board, so I'm not sure this is applicable. Link to comment Share on other sites More sharing options...
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