Independent review of a board's actions that violate the club's by-laws

[bobby101]

I have addressed this situation in different ways in a number of other posts within this forum. Unfortunately, it has still not been resolved. Our by-laws state, " The Board of Directors shall have entire supervision and control of the affairs, money , and property of the Club. It shall have full power to carry out the corporate objectives of the Club according to its charter, except where otherwise provided by the By-laws and to waive, amend or modify rules as they apply to an individual situation within reasonable discretion provided it is compliant with the By-laws." And we have a separate "Rules and Regulations" list which is what the "rules" in the above cited by-law refer to. The boards in 2012 and 2013 clearly violated the club's by-laws in 3 separate cases. I had a lawyer review the information and he agreed that the board had violated the by-laws in each case. I passed on to our board the information I read in one of the postings of this forum where another organization had experienced the same situation and how they handled it. That organization's lawyer told the violating board that they were at risk of significant adverse actions; upon hearing that, that organization's board quickly changed course. When I reported this to our board, they looked at me and yawned. While an option, I decided I would not bring suit against the club. So, here's the issue: the boards refused to admit they broke the by-laws and didn't respond to the charges. And the members of the boards that broke these by-laws still control a majority of the current board. While I recognize that there's not much to be done-if anything-about this situation, I'm trying to think prospectively to avoid this kind of situation from recurring. Looking for your thoughts about an effective way for bringing these kinds of issues to the membership and providing a system for non-board adjudication of the issues. In my view, the board cannot act as judge and jury when they are charged with--and guilty of--violating the club's by-laws and rights of the membership. While Roberts' Rules may not deal directly with this situation, I'm hopeful some of you may be able to offer some thoughts and suggestions from your experience. Thank you. bobby101

[post54]

The country where I live has bylaws that over rule a clubs bylaws so you may want to look into that where you live.

[Guest Nancy N.]

Bobby, I realize it's the middle of the night in your time zone, and maybe on your home planet, but when you get up, could you please post the links to your previous pertinent discussions?  I rememember them too vaguely, and I might not be the only one.  I'm specifically looking at the role of the general membership; and, if I'm now remembering correctly, what was the upshot of the most recent Annual Meeting of the general membership; and your ideas about following up at future AGMs (I remember feeling leery:  that thinking in terms of strategy for the next few meetings can be plausible for weekly or maybe monthly meetings, but for once-a-year events?  Yeah, you're not dead yet, but there's only so many annual meetings in a millennium, and we've already used up 14 in this one; and life is full of busses and crocodiles, which can eat us or run us over, respectively.  Think ahead, but carpe diem.  Eh?).

[Guest Guest]

To post 54: The club's by-laws that I cited are what address and apply to this situation.      To Nancy: Since you are a guest, I'm not sure you can access the previous posts. But, here's how you can see them if you're able: go to the Members list, under the letter "B", page 8, about 2/3 down the page, under "bobby101".  Trying to compress the issue, we're dealing with a board that has violated the by-laws, sanctioned members and refuses to admit, discuss, and explain their actions. I'm trying to come up with an approach to minimize this kind of behavior from happening again...and to establish a mechanism where those accused of violations do not sit as judge and jury on their actions. bobby101

[jstackpo]

I suppose the most facile answer is to elect better board members, next time around.  Perhaps easier said than done.

 

Or resign, take your friends with you, and form a new association.

[Guest bobby101]

Mr. Stackpole: Yes, we elected 4 new board members in our latest election. Unfortunately, there are still enough members of the previous boards serving who are the ones who broke the by-laws and refuse to do the right thing. And, yes, I'm considering resigning, but don't know how to take our 18 tennis courts with me. bobby101

[jstackpo]

Ah, yes, I have to agree.  Tennis courts are not particularly portable.

 

Your next step, then, may well be Chapter XX,  or FAQ #20 .   The degree of difficulty with doing this removal operation properly may well be on a par with moving the courts.

[Dan Honemann]

There is really nothing that anyone here on this forum can do to help you with the fact that the majority of the members of your board are unwilling to do what you want them to do.

 

As previously suggested, read Chapter XX to see if you have any chance of having them removed from office.

[bobby101]

Mr. Honemann: It's not just what I WANT them to do, it's an issue of the boards' taking actions in violation of the by-laws of the club, actions that they have been told are null and void and are inconsistent with their responsibilities as board members. The current board , in my judgement, has neither the will nor the stomach to take appropriate action. bobby101

[Dan Honemann]

Mr. Honemann: It's not just what I WANT them to do, it's an issue of the boards' taking actions in violation of the by-laws of the club, actions that they have been told are null and void and are inconsistent with their responsibilities as board members. The current board , in my judgement, has neither the will nor the stomach to take appropriate action. bobby101

 

Well, complaining about it here won't help.

[Gary c Tesser]

Mr. Honemann: It's not just what I WANT them to do, ...

 

Oddly, that's true, but paradoxically, bobby, you yourself  don't get it.  Watch this:

 

... , it's an issue of the boards' taking actions in violation of the by-laws of the club, actions that they have been told are null and void and are inconsistent with their responsibilities as board members.   ...

 

Yeah, and so what?  Remember:  "... they looked at me and yawned."

 

That's what you got from them, and it's the best you're gonna get from them.

 

... The current board , in my judgement, has neither the will nor the stomach to take appropriate action. bobby101

 

Bingo.  Now, your next step:  who will?

[Gary c Tesser]

Well, complaining about it here won't help.

 

Sure it will.  It gets me worked up, which keeps you entertained.

[Josh Martin]

Our by-laws state, " The Board of Directors shall have entire Looking for your thoughts about an effective way for bringing these kinds of issues to the membership and providing a system for non-board adjudication of the issues. In my view, the board cannot act as judge and jury when they are charged with--and guilty of--violating the club's by-laws and rights of the membership.

I thought I gave you some suggestions back in September.

[Guest Guest]

Josh: Yes, you did and they were helpful. The President, however, was running into other problems concerning the annual membership meeting(with some of the board members who were part of the situation I'd been trying to address) and he asked me to take the "high road" (his words, not mine) and not bring up the by-laws issues. Quite frankly, he and his contingent on the board, I believe, lack both the interest and the will necessary to correct what the previous boards have done. I appreciate the time and effort you put into responding to my posts but am not optimistic that we'll get a favorable result. But, I haven't given up. bobby101

[Josh Martin]

Josh: Yes, you did and they were helpful. The President, however, was running into other problems concerning the annual membership meeting(with some of the board members who were part of the situation I'd been trying to address) and he asked me to take the "high road" (his words, not mine) and not bring up the by-laws issues. Quite frankly, he and his contingent on the board, I believe, lack both the interest and the will necessary to correct what the previous boards have done. I appreciate the time and effort you put into responding to my posts but am not optimistic that we'll get a favorable result. But, I haven't given up. bobby101

Why is the board's interest and will relevant? You asked in your original post for suggestions for the general membership to bypass the board and address these issues directly, and we have given you exactly that.

[Guest Guest]

Josh: Yes , you did and I was prepared -based on your advice- to speak to these issues at the annual membership meeting. I did not want to "sandbag" the President and told him  how I was planning to proceed.  As I mentioned in my previous post, the President was experiencing some major problems with the board's actions and he asked me to hold off on raising these points (take the "high road") and I agreed. Despite the actions of these rogue boards which I have been contesting for more than two years, overall I did not want to disrupt the membership and the President's ability to govern. My decision. bobby101

[Dan Honemann]

Josh: Yes , you did and I was prepared -based on your advice- to speak to these issues at the annual membership meeting. I did not want to "sandbag" the President and told him  how I was planning to proceed.  As I mentioned in my previous post, the President was experiencing some major problems with the board's actions and he asked me to hold off on raising these points (take the "high road") and I agreed. Despite the actions of these rogue boards which I have been contesting for more than two years, overall I did not want to disrupt the membership and the President's ability to govern. My decision. bobby101

 

Then stop complaining.

[Gary Novosielski]

Josh: Yes , you did and I was prepared -based on your advice- to speak to these issues at the annual membership meeting. I did not want to "sandbag" the President and told him  how I was planning to proceed.  As I mentioned in my previous post, the President was experiencing some major problems with the board's actions and he asked me to hold off on raising these points (take the "high road") and I agreed. Despite the actions of these rogue boards which I have been contesting for more than two years, overall I did not want to disrupt the membership and the President's ability to govern. My decision. bobby101

 

So you agreed not to do anything, and now you're peeved that nothing got done.  Have I got that right?

[Guest bobby101]

Gary: Yes, you have that right!  I agreed not to raise the issues at the annual meeting (at the President's specific request) that I have been concerned about for the past 28 months, with the hope that the coming year might see some positive action by the board in this regard. I'll let you know whether this works out. bobby101

[Gary c Tesser]

Then stop complaining.

 

So your birthday is when, October?