President being irrational

[Guest Fiona]

Hello,

 

I am hoping to find some help in this forum.  We are a small board and are having president problems.  We believe our president may be having some personal issues which has resulted in him attacking various members of the board verbally and demanding their resignations.  We really don't want to vote him out but we can no longer operate under the chaos he is causing.  The ones he is trying to get to resign have all declined but he is now threatening us with an attorney although he hasn't specified what his attorney has been retained to do.

 

What are our options?  As I said, we are just a small group and none of us are fluent in bylaws or legal talk.  What we do know is that anything not covered in our bylaws is to be dealt with using Robert's Rules.  The board members that are being threatened believe he is going to try and have them or perhaps even the entire board removed.  Can that be done?  Below are excerpts from our bylaws that might be pertinent.  Our bylaws are pretty generic so these seem to be the only ones that might apply.  Thank you for any advice you could give.

 

General Powers. The business, property, and affairs of XXXXXX  shall be managed by the Board of Directors. 

 

F. Relations. No member shall be nominated or elected to board member position if that person is married to another board member. If two current board members are to become married to each other during their terms, one shall resign.

G. Resignation. Any Director may resign at any time by providing written notice to XXXXXX . The resignation will be effective on receipt of the notice or at a later time designated in the notice. A successor shall be selected by the remaining Directors of the Board. 

H. Removal. In the event it appears that an officer is engaging in conduct that is inappropriate or is failing to fulfill their obligations to office, or does not attend three consecutive Board and/or community action meetings, by majority vote of the Board of Directors, such officer may be removed from office.

 

A majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.

 

Resignation, Removal and Vacancies. An officer may resign or be removed, or a vacancy filled at any time by applying the same provisions as outlined in Article IV, Sections F, G, and H for the Board of Directors.

 

A. President. The President shall:

i. Be the chief executive officer of XXXXXX  and shall have authority over the general control and management of the business and affairs of XXXXXX ;

ii. Guide and direct the Board and establish and maintain relationships with public officials;

iii. With Board of Director approval, have the power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation;

iv. Sign all corporate documents and agreements on behalf of XXXXXX , unless the President or the Board instructs that the signing be done with or by some other officer, agent, or employee;

v. See that all actions taken by the Board are executed and shall perform all other duties incident to that office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of XXXXXX ;

vi. Assure that XXXXXX  business is conducted in accordance of the bylaws and IRS 501©(3) requirements;

vii. Assure that all XXXXXX  business is conducted in the best interest of XXXXXX .

viii. Represent XXXXXX  in community/public opportunities;

ix. Organize opportunities in other communities and organizations. 

 

 

 

[jstackpo]

Looks to me that "General Powers H. Removal" gives the Board the ability to toss the President out, if a majority of you wish to. Next Board meeting just make a motion to remove him; be ready for an argument from the President (he is entitled to be at any board meeting, and to preside even though the motion on the floor is to toss him out).

 

It will probably be unpleasant but it's the Board's responsibility (in general true for any Board) to keep the association from falling apart.  (That is why you are paid those big bucks.)

 

If the motion to remove is adopted, your current Vice-President will automatically and immediately become the President, unless your bylaws have some other provision for filling a presidential vacancy. 

 

Good luck!

[Richard Brown]

Well, you have several options.  First is a heart to heart talk with the president by two or three board members who he respects and who can read him the riot act, though politely.  Hopefully he will get the message.

 

Second, you can censure him for inappropriate conduct.  This is basically a slap on the wrist with no consequences other than the message, from the board, that we, as a board, don't like what you are doing.

 

Third, he can be removed from presiding from a particular meeting by a two thirds vote.

 

Fourth, he can be removed from office.  Your bylaws seem to authorize this by a majority vote.

 

You might find the answers to these Official Interpretations and frequently asked questions by the RONR authorship team useful:

http://www.robertsrules.com/interp_list.html#2006_2

http://www.robertsrules.com/faq.html#20

http://www.robertsrules.com/faq.html#7

 

Edited to add:  I also suggest you get a copy of RONR asap if you don't already have it.  It has 26 pages of detail devoted to disciplinary matters in chapter XX.  Get only the "right book":  the 11th edition.  It contains significant changes in the disciplinary procedures from prior editions.  http://www.robertsrules.com/book.html

 

Edited again to add:  As Dr. Stackpole pointed out in post # 2, the board, not the president, is ultimately in charge.  It is up to the board to see that things are done properly

[Guest Guest]

Thank you gentlemen!  You have calmed a few people in our little group and I appreciate your inputs.