Member removal

[cjcsix6]

The by laws of our HOA state " Any Director may be removed from the Board, with or without cause, by a majority of the members of the Association. A special meeting of the members to recall a member or members of the Board of Directors may be called by (10) per cent of the members giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting" 

 

Nothing else is in the by laws for removal of members or Board member.

 

My question is , can the remaining members of the board vote to remove a board member without the association membership?

[Gary c Tesser]

It is always a bad idea to attempt to attempt to interpret bylaws without reading them in their entirety, even if a provided snippet is an exact quotation, which yours sure looks like; especially, to attempt to do so remotely, like here on the Internet, at the world's premiere Internet parliamentary forum (I'm the only one who ever says that, but nobody disagrees, either).  In fact it's the established policy here, and quite sensibly, if you asked me.  (Kind of like you asked me about the possible resignation, a few minutes ago.)

 

I won't answer your question, but perhaps this counter-question (is there a word for that, anybody?) will help:  given the quotation from the bylaws, how do you figure?

[Dan Honemann]

The by laws of our HOA state " Any Director may be removed from the Board, with or without cause, by a majority of the members of the Association. A special meeting of the members to recall a member or members of the Board of Directors may be called by (10) per cent of the members giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting" 

 

Nothing else is in the by laws for removal of members or Board member.

 

My question is , can the remaining members of the board vote to remove a board member without the association membership?

 

Apparently not.

[Guest cjcsix6]

I am not on the board but believe that the by laws should be followed. Several members believe that the board has the right to remove another board member without the association members. I am attempting to show them that our by laws are very specific about this. Either way we were looking for guidance from all who wish to reply in this forum which we all give a lot of credit. 

 

We thank you for all your help. 

[Gary c Tesser]

...   we were looking for guidance from all who wish to reply in this forum ... 

 

We thank you for all your help. 

 

Are you asking for more?

 

OK.  One big help that RONR provides is a small but powerful set of "principles of interpretation." They are on p. 588 - 591 (You can read them -- the first time -- in five minutes; and then study them for hours).  They are not unique, and they are not original to RONR, or Robert's Rules, or parliamentary law or theory:  they are fundamental to the tradition of rational thought.  I'm pretty sure some of them go back to Aristotle, or maybe I'm thinking of Epimetheus. 

 

One of them the fourth, is what I think is central to your concern.  Here is a snippet, but read it all yourself (p. 589, line 33 - p. 590, line 8 -- remember, it won't take long): "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited."

 

See?  The bylaws provide that the membership, and they provide only that the membership, may remove an officer.  So, nobody else can.

 

... But, without your having read that (or learned it in a class on logic, or inferred it from Sherlock Holmes, or heaven help us a Doctor Who story), I ask again:  how do you figure?

[Guest cjcsix6]

Didn't think you would answer the question. Thank you anyway.

[Richard Brown]

Didn't think you would answer the question. Thank you anyway.

Mr. Honemann answered your question in post # 3.

 

You have quoted nothing from your bylaws that indicates the board itself has the power to remove any of its members.  It seems quite clear from what you have posted that only the membership has that power.

[Rev Ed]

Based on what you quoted, only the general membership may remove a board member.  Of course, if the membership wants to lower the specific By-law to the level of a child, an additional sentence can be added to the effect of "The Board cannot, under any situation, remove a Board member."

[Gary Novosielski]

The by laws of our HOA state " Any Director may be removed from the Board, with or without cause, by a majority of the members of the Association. A special meeting of the members to recall a member or members of the Board of Directors may be called by (10) per cent of the members giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting" 

 

Nothing else is in the by laws for removal of members or Board member.

 

My question is , can the remaining members of the board vote to remove a board member without the association membership?

 

Hard to say without reading the rest of the bylaws.  Do they provide any other ways, like a vote of the board, or is the vote of the membership pretty much it?

 

In the absence of other provisions, the answer is probably No.  Boards generally do not have the power to override or reverse the decisions of the membership.   Presuming the directors were originally elected by the membership, it makes sense that only the membership could reverse that decision.