Removal of office of board member

[Guest Chris mikesell]

Vote was 7 for 5 against and 1 abstain , should not a two thirds vote be 9 not 8.

Also should prior notice be given before meeting that board member is being voted on to be removed?

Does accused have the right to see charges? I was told that I gave confidential information to 2 board members who where not named. Other person not on board was named.

Charges presented then other information not in charges was used against me.

This is a 501(3)c

Also one member was missing and bylaws state that a two thirds vote of all members then in office should vote.

No one told before vote that an abstain was a no vote.

First time board member was voted out. I was looking into financial dealings

.

[jstackpo]

Most of these questions are either answered in your bylaws (Main question:  Does the Board have the authority in the first place to remove someone from office? Or from the Board itself?) or if your bylaws are silent on such matters, by RONR, p. 574 (if applicable) and Chapter 20.

 

Anything spelled out in your bylaws will override any similar rule in RONR.

[Edgar Guest]

Vote was 7 for 5 against and 1 abstain , should not a two thirds vote be 9 not 8.

A two-thirds vote requires at least twice as many "yes" votes as "no" votes. A vote of 7-5 doesn't cut it.

 

No one told before vote that an abstain was a no vote.

 

It's not. See FAQ #6.

 

Note that a two-thirds vote is not the same thing as an affirmative vote of two-thirds of the entire membership. If your bylaws requires the latter then an abstention would have the same effect as a "no" vote (but it's not a "no" vote).

[Richard Brown]

Vote was 7 for 5 against and 1 abstain , should not a two thirds vote be 9 not 8.

Also should prior notice be given before meeting that board member is being voted on to be removed?

Does accused have the right to see charges? I was told that I gave confidential information to 2 board members who where not named. Other person not on board was named.

Charges presented then other information not in charges was used against me.

This is a 501(3)c

Also one member was missing and bylaws state that a two thirds vote of all members then in office should vote.

No one told before vote that an abstain was a no vote.

First time board member was voted out. I was looking into financial dealings

.

FAQ # 20 might provide at least a little guidance to you.  Other than that, as Dr. Stackpole and Mr. Guest have pointed out, your answers will likely be found in your bylaws and in Chapter XX (the chapter on discipline) in RONR.... which consists of 26 pages.  Pay close attention to what Edgar Guest said about definitions of vote thresholds in post No 3 above.  Very subtle differences in wording make a significant difference in the vote required.    The exact wording is very important.

[Guest Chris mikesell]

Thanks for all the helpful information. Our bylaws state that voting a member off the board requires a two thirds vote of members then in office. That is the only information that pertains to voting a member off the board in our bylaws. One member said we follow Roberts rules of law and chairman said yes. It was then determined that the vote that was abstained would count against me. Thanks to all of you that answered my questions.

Our bylaws are only 6 pages long and there is no set procedure mentioned on how to state charge against me and no opportunity to defend myself against any charge which was I gave confidential information to two unnamed board members and two other people who volunteer at the center. The information was not stated to what I was supposed to have said.

[Josh Martin]

Thanks for all the helpful information. Our bylaws state that voting a member off the board requires a two thirds vote of members then in office. That is the only information that pertains to voting a member off the board in our bylaws. One member said we follow Roberts rules of law and chairman said yes. It was then determined that the vote that was abstained would count against me. Thanks to all of you that answered my questions.

Our bylaws are only 6 pages long and there is no set procedure mentioned on how to state charge against me and no opportunity to defend myself against any charge which was I gave confidential information to two unnamed board members and two other people who volunteer at the center. The information was not stated to what I was supposed to have said.

I don't understand why there was any debate about the abstention, because the vote was clearly less than two-thirds no matter how the abstention was counted. Even if the abstention was counted as a vote in favor of the motion to remove (which it certainly is not), this would yield a result of 8-5, which is still less than a 2/3 vote. If they're thinking that they can just "round up," they're wrong - see FAQ #5.

As to the other issues, if your bylaws say that the board may remove a member by a 2/3 vote of the members then in office and say nothing else on the subject, then I'm not sure it is required for the board to provide any charges, let alone notify you of the charges in advance.

[Edgar Guest]

Our bylaws state that voting a member off the board requires a two thirds vote of members then in office. 

 

And that's a direct, word-for-word, verbatim quote from your bylaws? You're not just paraphrasing from memory? You're actually copying and pasting the text?

[Guest Chris mikesell]

Yes that is a direct quote from the bylaws pertaining to voting a member off the board. Just that one sentence. I wrote what was from the bylaws in front of me.

[Gary c Tesser]

I have the impression, from the last sentence in the original post, that, at the meeting during which the removal was supposedly done, that it was done (i.e., the chairman declared that the motion to remove the member from the board was adopted). So I question whether improperly counting or calculating would be enough to overturn the removal after the fact.

 

 

But we should be mindful of the significance and the power of the word "if"  (as in, say, "if the bylaws say", from Mr Martin's Post 6).  IF the bylaws do not authorize the board to discipline its own members, then very likely it can't, so the removal of Original Poster Guest Chris mikesell was not valid.

[Guest chris mikesell]

Here is a cut and paste from our bylaws about the 2/3 vote. The chairman said the vote of 7-5-1 with 1 being counted as against meant I was off the board and he banged his gavel and that was it.

 

The duties and powers of the Board shall include, but are not limited to:

Manage the affairs and operation of the Corporation.

Adopt by-laws for the regulation of the affairs of the Corporation.

Adopt policy and procedures regarding membership in the
Corporation and the use of the senior citizens center.

At any regular or special meeting of the Board, a quorum shall consist of a )
majority of the member of the Board for the transaction of business, except
termination of Board Membership, which shall require a two-thirds (2/3)

vote of ail Board Members then in office.

Members of the Board shall be elected for a term of 3 years or until a succes ....
sor has been duly elected and qualified, retroactive to the January 1984 elec-
tion. A majority vote of the Council present shall be required for election.

Between Annual Meetings, vacancies on the Board shall be filled by Board
vote after the nomination by any Board Member at any regular or special
meeting.

NOMINATING COMMITTEE

The Nominating Committee will consist of all present Board members sub-
ject to the approval of two-thirds (2/3) of the Board Members present.

At the January quarterly meeting the Nominating Committee shall nominate
individuals for Board Membership.

The persons nominated shall be voted upon at the Annual Meeting from a
slate submitted by the Nominating Committee with Board approval.

Any Board Member missing three (3) consecutive regular Board meetings
WITHOUT BEING EXCUSED shall be considered to have resigned from the
Board.

 

 

 

 

 

 

 

 

[jstackpo]

Your chairman needs a lesson in arithmetic.  However, the time for raising a point of order about the chairman's error has long past.  He declared the motion (I presume to remove you from the board) as adopted 7 to 6  (one of the "6" was actually an abstention, not a "No" vote) and no immediate point of order was raised. (p. 250, line 17ff).  Unless there were other circumstances (p. 451), that is the end of it.

[Guest Nancy N.]

Your chairman needs a lesson in arithmetic.  However, the time for raising a point of order about the chairman's error has long past.  He declared the motion (I presume to remove you from the board) as adopted 7 to 6  (one of the "6" was actually an abstention, not a "No" vote) and no immediate point of order was raised. (p. 250, line 17ff).  Unless there were other circumstances (p. 451), that is the end of it.

John, that's what GcT was getting at in post 9's first paragraph, but after looking at OP  Guest_chris mikesell_*'s snippet in post 10 ("termination of Board Membership, which shall require a two-thirds (2/3) vote of ail Board Members then in office"), I'm wondering if this is a p.251 (a) violation, if the error was not procedural, purely concerning the 2/3 threshold.  You remember the almost heated discussion about this, maybe 8 years ago?  I remember Ann Rempel contributed actively; I should write her and ask about it.  I'm sure George Mervosh was around.  Also I think J.J., but it was probably before, say, Josh Martin's and Shmuel Gerber's time.  Maybe Mr. Mountcastle could be coaxed out of his hole in the ground*, he might have been around.  Mr. Honemann's participation was signal:  I think the way he laid it out, procedural errors must be corrected promptly, but errors of fact need to be corrected whenever they are found, which last point is what I'm mulling on.

_________

* Not an insult, it's where we first met Bilbo Baggins.

[Guest Nancy N.]

And that's a direct, word-for-word, verbatim quote from your bylaws? You're not just paraphrasing from memory? You're actually copying and pasting the text?

 

Yes that is a direct quote from the bylaws pertaining to voting a member off the board. Just that one sentence. I wrote what was from the bylaws in front of me.

 

OP mikesell, please take note that Mr. Guest was not browbeating you.  You can't imagine how many times we on this website have asked posters what their bylaws say, and the posters paraphrase, and finally we get a direct quotation, which turns the whole discussion upside down.

 

Please, would you just use quotation marks whenever you're actually quoting?  That would help so much.

[Guest Chris mikesell]

The original out come of the vote was stated they did not have a 2/3 vote when a member stated that since we use Robert's Rules that the Abstain vote should count against me. I objected to that point since I new that was still not 2/3 of the vote. I was told it was and he gaveled it as being so. Also reading my cut and paste I put up shows that is 2/3 vote of those in office. One member was absent from the vote and I said it had to be the whole board and the chair said it was 2/3 of those present. So every point I made was turned aside. The chair had a conflict with me because of what I uncovered and was not able to produce this evidence during the meeting. I never thought anyone in this fine forum was browbeating me. I was using my IPAD and had no way of scanning the document into it. When I had the chance I was able to scan it into my computer. Sorry about not using quotation marks. I am grateful for all the comments and help I have received on this topic.

[Josh Martin]

The original out come of the vote was stated they did not have a 2/3 vote when a member stated that since we use Robert's Rules that the Abstain vote should count against me. I objected to that point since I new that was still not 2/3 of the vote. I was told it was and he gaveled it as being so. Also reading my cut and paste I put up shows that is 2/3 vote of those in office. One member was absent from the vote and I said it had to be the whole board and the chair said it was 2/3 of those present. So every point I made was turned aside. The chair had a conflict with me because of what I uncovered and was not able to produce this evidence during the meeting. I never thought anyone in this fine forum was browbeating me. I was using my IPAD and had no way of scanning the document into it. When I had the chance I was able to scan it into my computer. Sorry about not using quotation marks. I am grateful for all the comments and help I have received on this topic.

We are all certainly in agreement that a 2/3 vote was not achieved. It is, however, too late at this time to raise a Point of Order or Appeal regarding the chair's horribly mistaken announcement of the result. See Official Interpretation 2006-18.

[Guest Chris mikesell]

To Mr. josh Martin. Thank you for all the information you gave me about my question. I was going to see a lawyer but it seems that it would be fruitless based on your answer. I just can't believe that there can be no recourse for me to get back on the board. Thanks again. This is one fine group of indivuals you have on your site. Thanks again, Chris Mikesell.

[Guest Nancy N.]

... I just can't believe that there can be no recourse for me to get back on the board. ..

 

Well, then good.  Don't believe it.  Tomorrow's another day.  Live to fight again.

 

(Damn, gone all preachy again.)