Swissmrs Posted March 8, 2014 at 10:50 PM Report Share Posted March 8, 2014 at 10:50 PM We have a situation where our newsletter editor is interpreting 1 line in our bylaws that he has all power related to our newsletter. The line reads as follows:The editor is responsible for all aspects of the production and distribution of the newsletter He is stating that he can do whatever he wishes and put whatever he wants into the newsletter. He has just started this position in January and has already sent out 1 issue which in itself had issues. The main purpose of our newsletter is to communicate upcoming events as well as submissions from our members on items of interest to our community.The first issue had half the pages dedicated to a large number of articles submitted by the editor himself that had no connection what so ever to our community (eg. 5 pages about Hog weed complete with horrible pictures of blistering legs). There were several complaints from our members about the appropriateness of this article being in our newsletter. This was brought to his attention that there were too many non community related articles. So now he put together the 2nd newsletter and we've run into the same thing. 28 pages of which 14 were his contributions of subjects unrelated to our community. The layout of the newsletter was also extremely poor (different fonts, spacing, column widths etc throughout the entire newsletter). He even declined to put in an important flyer about an upcoming community event because he said the newsletter was full and left out several other items of importance to our members in favour of his articles. The executive again brought this to his attention and said this issue was unacceptable as it was as it was totally defeating the purpose of the newsletter. He claims he has the sole responsibility according to the bylaws to decide what can go in each issue. The entire executive (except him) feels he is interpreting the bylaw in his own way and abusing power to do what he wants regardless of what anyone else has to say. We don't think any one person on any executive should ever have this much power to overrule the executive. After alot of discussion we determined we should delay publishing the newsletter until we as an executive have had a meeting with the editor this month to come up with solutions acceptable to all. He even agreed via email to delay the newsletter until April until we've had this meeting.The executive sent a short email to our membership about the fact there were some issues related to the newsletter and it would be delayed until April and that we were working to resolve them (in good faith). We included the important flyer since the event was happening before April.Now lo and behold, we discover today that the editor has gone ahead and published the newsletter anyway (with incorrect information for some of the events). We, the society, are the publisher of this newsletter (he is not the publisher...just the editor), so we feel he does not have the authority to go against a majority executive vote and publish it anyway. What are your thoughts on this situation. Does the way the bylaw is written give him authority to act on his own without regard of what the majority of the executive voted on? We all agreed that the bylaw is subject to interpretation and he just chooses to read it as he has sole power to do as he wishes no matter what anyone else says. Our next step will likely be to call a special meeting of the membership to have him removed from the board as we feel he is not working in the best interests of our society or the executive. I assume that we can legally have him removed if we call the special meeting (our bylaws say the exec can call one with 3 weeks written notice) and have the members vote? Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 8, 2014 at 11:05 PM Report Share Posted March 8, 2014 at 11:05 PM The editor is responsible for all aspects of the production and distribution of the newsletter We all agreed that the bylaw is subject to interpretation . . . Well. we can't interpret your bylaws for you but that rule seems pretty clear to me. If you don't like what the editor is doing, get another editor. Or change the rule. Link to comment Share on other sites More sharing options...
Swissmrs Posted March 9, 2014 at 12:03 AM Author Report Share Posted March 9, 2014 at 12:03 AM That is part of the problem in that it can be interpreted different ways. The fact is whether he can disregard a motion that was approved by the executive to delay publication just based on his own interpretation of the bylaw. We have drafted guidelines regarding the newsletter so we will probably have to request an amendment to the bylaws to make reference that the editor must work within those guidelines.Seems rather scary that he currently thinks he has the power to use the newsletter as his own personal publication rather than the true intention of it and the executive cannot do a thing about it. Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 9, 2014 at 12:40 AM Report Share Posted March 9, 2014 at 12:40 AM That is part of the problem in that it can be interpreted different ways. If you say so. Link to comment Share on other sites More sharing options...
Thomas Ralph Posted March 9, 2014 at 08:39 AM Report Share Posted March 9, 2014 at 08:39 AM Well, either the editor is complying with the bylaws or he is not. (Tautologies are great, but stay with me.)If he is complying with the bylaws and the members do not like the way he is doing his job, they need to get a new editor.If he is not complying with the bylaws and it seems like he won't start doing so, they also need to get a new editor.Both possibilities come to the same conclusion, so read FAQ#20 on how to get rid of the editor. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted March 9, 2014 at 07:33 PM Report Share Posted March 9, 2014 at 07:33 PM I will insert numbers in brackets for exciting statements by Original Poster Swiss Mrs, and my corresponding comments will follow. (The cut and paste is otherwise impossible. Josh Martin has the patience of a saint, or is awfully young.) We have a situation where our newsletter editor is interpreting 1 line in our bylaws that he has all power related to our newsletter. The line reads as follows:The editor is responsible for all aspects of the production and distribution of the newsletter [1] He is stating that he can do whatever he wishes and put whatever he wants into the newsletter. .... [2] The main purpose of our newsletter is to communicate upcoming events as well as submissions from our members on items of interest to our community.... [3]. He claims he has the sole responsibility according to the bylaws to decide what can go in each issue. The entire executive (except him) feels he is interpreting the bylaw in his own way and [4] abusing power to do what he wants regardless of what anyone else has to say. [5] We don't think any one person on any executive should ever have this much power to overrule the executive.[6] We, the society, are the publisher of this newsletter (he is not the publisher...just the editor), [7] so we feel he does not have the authority to go against a majority executive vote and publish it anyway. What are your thoughts on this situation. Does the way the bylaw is written give him authority to act on his own without regard of what the majority of the executive voted on? [8] We all agreed that the bylaw is subject to interpretation and he just chooses to read it as he has sole power to do as he wishes no matter what anyone else says. 1. Well, what he states looks to me like exactly what the bylaw excerpt says.2. That's what the main purpose was, maybe, but the bylaw says the main purpose of the newsletter is what the editor thinks it is. That's what I think. Since you asked.3. This is getting repetitive. Yes he has the sole responsibility. That's what the bylaws says. And, incidentally, Guest_Edgar says it's pretty clear to him too. The entire executive's feeling is self-serving sophistry. There is no interpretation of a clear statement.4. No, not abusing power: exactly using what power the bylaws say he has.5. If you don't think he should have this much power, you shouldn't have given it to him.6. Maybe, but if that's true, you should not have given him all the authority of the editor, the publisher, the printer, and maybe President Reagan.7. Oh yes he does, now that you've given it to him.8. You can all agree that the bylaw of gravity is subject to interpretation if you want, but guess what. Our next step will likely be to call a special meeting of the membership to have him removed from the board as we feel he is not working in the best interests of our society or the executive. I assume that we can legally have him removed if we call the special meeting (our bylaws say the exec can call one with 3 weeks written notice) and have the members vote? Maybe here's something possibly productive.9. Are you sure you need a special meeting, per se? (Won't a regular meeting do -- or do you not have them often enough?) 10. Let's leave out the potentially loaded word "legally", okay? On the world's premiere Internet parliamentary forum here, we don't do law. Whether you can have him removed at a special meeting of the membership depends on what the bylaws say, if anything, and particularly on how he got the appointment. I have some apropos citations from Robert's Rules for you (and I'm probably not the only one); the possibility of action by the membership is promising; but first we have to know whether the editor is actually an officer, or the equivalent of a committee chair, or what. (Somebody correct me, didn't we used to have on the world's premiere Internet parliamentary forum that interpreting bylaws over the Internet is a bad idea?) Link to comment Share on other sites More sharing options...
Josh Martin Posted March 10, 2014 at 03:13 PM Report Share Posted March 10, 2014 at 03:13 PM Does the way the bylaw is written give him authority to act on his own without regard of what the majority of the executive voted on? Interpreting your organization's bylaws is beyond the scope of this forum. It's up to your organization to interpret its own bylaws, and they must be properly interpreted in their entirety (and no, that is not an invitation to post them here). See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. In the long run, it would be best to amend the bylaws for clarity. I concur with Mr. Ralph, however, that the appropriate course of action is the same either way (removing the editor from office), so the meaning of this rule doesn't matter very much in this particular instance. I assume that we can legally have him removed if we call the special meeting (our bylaws say the exec can call one with 3 weeks written notice) and have the members vote? It depends. See FAQ #20. 1. Well, what he states looks to me like exactly what the bylaw excerpt says. I'm inclined to agree that, based solely on the facts provided, the editor appears to be correct. In order to properly answer the question of whether the "executive" can give orders to the editor regarding the newsletter, however, it will be necessary to read all provisions in the organization's rules relating to the authority of the editor and those provisions relating to the authority of the "executive." It doesn't seem to matter much here, however, as I don't think it makes much difference whether the society removes the editor from office for doing his job improperly or for doing it properly, but poorly. (Somebody correct me, didn't we used to have on the world's premiere Internet parliamentary forum that interpreting bylaws over the Internet is a bad idea?) It is still a bad idea to attempt to interpret a single sentence from a set of rules in isolation, particularly when we know nothing about the organization in question, but this fact often fails to stop people. Link to comment Share on other sites More sharing options...
Swissmrs Posted March 10, 2014 at 03:14 PM Author Report Share Posted March 10, 2014 at 03:14 PM Thanks for all you info. Certainly gives us some food for thought. Yes, he is considered one of the executive. He was voted in at our elections by acclimation as no one else had stepped forward to be the editor. At the time he we had no idea of what he would turn our newsletter into (he own journal of historical stories and articles that have nothing to do with our society). He changed the name of it from 'the newsletter' to 'the journal'. Since he has time and time again said he can do as he please since the bylaw grants him that right we have been left with no choice but to have him removed from this position.The bylaws do not cover removal of executive members (although we now plan on making revisions to cover this and rewording the editor's role and present them at our next AGM for voting on). It's become clear that he has no interest in working with the executive to come up with a solution acceptable to all. He has lied to us and attacked the reputation in his emails of our vice-president. These issues have lead us to present a motion to our membership (to be hopefully approved by our executive at our meeting tonight) to have him removed from the executive. He will be at our executive meeting tonight where we will put the motion forth to approve for presentation to members. My question now is, can he participate in the vote if the motion is about him? I assume yes since he is still an executive member, but just wanted to confirm before the meeting. Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 10, 2014 at 03:23 PM Report Share Posted March 10, 2014 at 03:23 PM Yes, he is considered one of the executive. My question now is, can he participate in the vote if the motion is about him? I assume yes since he is still an executive member, but just wanted to confirm before the meeting. Yes, all members can vote (unless their right to vote has been suspended by proper disciplinary procedures). Whether they should vote or not is another question. And you might want to avoid using the term "executive" as a noun. I assume you're referring to the Executive Board (or Executive Committee) and not, for example, the Chief Executive. You should also avoid referring to an "executive meeting" as it can be easily confused with an "executive session" (which isn't, necessarily, the same thing). Link to comment Share on other sites More sharing options...
Josh Martin Posted March 10, 2014 at 03:26 PM Report Share Posted March 10, 2014 at 03:26 PM These issues have lead us to present a motion to our membership (to be hopefully approved by our executive at our meeting tonight) to have him removed from the executive. It might not be that simple. What do your bylaws say about the term of office? Again, you really need to read FAQ #20 before proceeding. He will be at our executive meeting tonight where we will put the motion forth to approve for presentation to members. My question now is, can he participate in the vote if the motion is about him? I assume yes since he is still an executive member, but just wanted to confirm before the meeting. He should not vote on the motion since he has a personal interest not in common with other members, however, he ultimately has the right to vote. See FAQ #9. Link to comment Share on other sites More sharing options...
Thomas Ralph Posted March 10, 2014 at 03:31 PM Report Share Posted March 10, 2014 at 03:31 PM Motions do not need to be approved by the board, or anyone else, before they are made before the general membership. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 10, 2014 at 03:44 PM Report Share Posted March 10, 2014 at 03:44 PM Motions do not need to be approved by the board, or anyone else, before they are made before the general membership. I think the motion the OP is talking about is a motion to call a special meeting for this issue, since it appears that the board has the power to call special meetings of the general membership. Link to comment Share on other sites More sharing options...
Thomas Ralph Posted March 10, 2014 at 04:06 PM Report Share Posted March 10, 2014 at 04:06 PM I think the motion the OP is talking about is a motion to call a special meeting for this issue, since it appears that the board has the power to call special meetings of the general membership.I hope you're right. Link to comment Share on other sites More sharing options...
Swissmrs Posted March 10, 2014 at 04:42 PM Author Report Share Posted March 10, 2014 at 04:42 PM yes, Josh you are correct. We are meeting to discuss how to word the motion to present to the members. When we have agreed on the motion we will then circulate it to our membership along with the date of the special general meeting (we, the 'executive board') can call one with 3 weeks written notice. We are a small registered non-profit society so not sure the proper term for our committee/board? We have a president, vice-president, treasurer, secretary, 3 directors & editor who are all voted in at our AGM. I did check our provincial Society's act it and it mentions that a 'director' (their term for an elected member) can be removed by special resolution. This is what we want to do by way of a vote of non-confidence. Ultimately it is up to our membership to decide when they vote on the motion at the special meeting.In the more than 30 years our society has been around we've never had an issue like this. I'm sure when they drafted that bylaw years ago they had no idea we'd end up in a situation where an editor would take that bylaw to heart. Guess that is what happens when you have a group of people draft some bylaws that are not really familiar with the implications of their wording. We know we need to overhaul our bylaws since there are several things missing in it that the provincial Society's act says should be in there. We just became an incorporated society in January so we all have a learning curve ahead of us! fun fun fun....lol thanks again for all your advice! Link to comment Share on other sites More sharing options...
Josh Martin Posted March 10, 2014 at 04:54 PM Report Share Posted March 10, 2014 at 04:54 PM We are a small registered non-profit society so not sure the proper term for our committee/board? Board, most likely, but the correct term is whatever term your bylaws use. If they simply say "executive" with nothing else, that should be corrected as it can be quite confusing. We have a president, vice-president, treasurer, secretary, 3 directors & editor who are all voted in at our AGM. I did check our provincial Society's act it and it mentions that a 'director' (their term for an elected member) can be removed by special resolution. This is what we want to do by way of a vote of non-confidence. Ultimately it is up to our membership to decide when they vote on the motion at the special meeting. It's not clear to me that the rules in your provincial society's bylaws for removing directors have any bearing on the procedures the local society must follow in this situation (those rules might only apply to removing the directors of the provincial society), but in any event, a "vote of non-confidence" is not the way to do it. Unless your bylaws provide otherwise, this merely expresses the assembly's opinion that it has no confidence in the individual in question. It does not remove anyone from office. See FAQ #7. If it is indeed correct that he can be removed by a "special" resolution (whatever that is), or if the procedure in the second paragraph of FAQ #20 applies, then the resolution should actually say that it is to remove him from the office of editor. If the procedure in the first paragraph of FAQ #20 applies, it's quite a bit more complicated. Link to comment Share on other sites More sharing options...
Swissmrs Posted March 10, 2014 at 05:49 PM Author Report Share Posted March 10, 2014 at 05:49 PM sorry...guess that was a little confusing about the provincial society's wording. It is not the bylaws, it was taken from our province's Society Act which apply to all registered society's in the province. Our bylaws do state term of office as 1 year. Because of this are we required to go through the whole process indicated in FAQ # 20? So now I am not sure what we need to do. I feel as if we have our hands tied and can't do anything about this. This issue is causing huge issues and most members of our current executive (that is how we are referred to in the bylaws) said they will resign if this editor cannot be removed as the stress of trying to deal with him has become over whelming. We are all doing this all volunteers (no remuneration is paid to any member) so it's just not worth the stress to put up with his refusal to try to work things in the best interest of our society as a whole. It's not just our executive members who have this issue with him. We've had several comments from members about the inappropriate articles in the newsletter. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 10, 2014 at 05:55 PM Report Share Posted March 10, 2014 at 05:55 PM It is not the bylaws, it was taken from our province's Society Act which apply to all registered society's in the province. Ah, that does make quite a difference. Our bylaws do state term of office as 1 year. Because of this are we required to go through the whole process indicated in FAQ # 20? If it is indeed correct that an applicable procedural rule in provincial law provides otherwise, then no. Applicable procedural rules in local, state (or provincial) or federal law take precedence over RONR and your society's bylaws. So now I am not sure what we need to do. I feel as if we have our hands tied and can't do anything about this. This issue is causing huge issues and most members of our current executive (that is how we are referred to in the bylaws) said they will resign if this editor cannot be removed as the stress of trying to deal with him has become over whelming. We are all doing this all volunteers (no remuneration is paid to any member) so it's just not worth the stress to put up with his refusal to try to work things in the best interest of our society as a whole. It's not just our executive members who have this issue with him. We've had several comments from members about the inappropriate articles in the newsletter. If it is correct that an applicable procedural rule in provincial law provides that the editor may be removed by "special resolution," then he can be. I haven't the slightest idea what a "special" resolution is or what makes it "special," however, so maybe you'll need to look a bit closer in that statute or seek legal assistance. As noted above, however, this should be worded as a motion "To remove Mr. X from the position of editor," not as a motion for a vote of "no confidence" in Mr. X as editor. Link to comment Share on other sites More sharing options...
Swissmrs Posted March 10, 2014 at 06:18 PM Author Report Share Posted March 10, 2014 at 06:18 PM Thank you Josh. I will print out the page from the Society's act that contains the part about removal to our meeting tonight and we'll see where we go from there. The editor will be there so we expect some heated words from him. (he claims he is also a lawyer). sigh....why are the volunteer jobs more stressful than paid jobs.... Link to comment Share on other sites More sharing options...
Gary c Tesser Posted March 12, 2014 at 11:09 PM Report Share Posted March 12, 2014 at 11:09 PM Thank you Josh. ... sigh....why are the volunteer jobs more stressful than paid jobs.... Because the reason you do them is that you care about them. Link to comment Share on other sites More sharing options...
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