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Recalling a Board Member and Rescinding that decision


LizBirch

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Current BOD voted to recall the seating of the new President who was elected by the membership. Newly elected board members will be seated, tomorrow, June 1st, 2015.   The old BOD is attempting to get rid of this President, who was voted by membership.  Notice was just emailed to membership, via an e-blast, giving notice of a "Upcoming Vote to Recall Director so and so".   Members upon receiving this e-blast are outraged.  The incoming board is leaning toward rescinding this action to Recall. To recall this President I don't believe is in the best interest of the organization. The association's attorney is stating rescinding is not an option. 

 

Our bylaws do not address rescinding a vote. Therefore, we fall to Roberts Rules which does discuss rescinding which states once an action is done it can't be undone.  My understanding is until a vote to recall has been received, and completed, the action has not been done.  It appears to me, as incoming board member, we can rescind a prior boards vote. 

 

Question:  Can the current board (being seated tomorrow)  rescind the previous action of a Recall prior to it's completion?

 

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Hieu, 

 

The board is not asking to rescind an election.  The board voted to recall the President and gave notice to membership that a vote will be coming to recall the President.  The new board begins tomorrow. The majority of the old board, who put this in place, will be gone.  The new board will have the majority and feels this action should not be taken.  We would like to rescind this voting of recall going to membership.  The only action that has been taken is an email notification that a vote is on its way in about two weeks. 

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I apologize... this is what our bylaws states; 

 

Section E REMOVAL OF OFFICERS AND BOARD MEMBERS

The Board of Directors, by a vote of not less then eight (8) of its members, shall have the authority to recommend, for approval by the membership, removal from office for cause any one of its members after having given that member an opportunity to appear before and be heard by the Board of Directors. Any member of the Board of Directors may be removed from the Board without cause when such removal is approved by the membership. 

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The old board is putting this process forward and has emailed the members stating this will be happening and ballots will go out in about two weeks. 

 

The new board feels this action is unwarranted and would like to stop this before it continues and is completed.  Can the new board make a motion to rescind this action of recall. 

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The new board feels this action is unwarranted and would like to stop this before it continues and is completed.  Can the new board make a motion to rescind this action of recall. 

 

I don't think the board can rescind a recommendation that has already been made but the board could certainly adopt a new motion stating that it no longer recommends removing this officer (or, more positively, that it now recommends retaining this officer). The membership is free, of course, to disregard either recommendation.

 

By the way, you mention removing the president and removing a board member. Those two offices may be, but are not necessarily, linked. In other words, depending on how your president is chosen, it might be possible to remove him as a director and still keep him as president. Or vice versa.

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Since it sounds like nothing other than notice to the membership has been done yet beyond the board's vote to authorize the membership to vote for a recall (LIzBurch stated that the ballots will not go out for two weeks), I think it is entirely possible for the board to rescind the motion to authorize the recall vote, assuming either there is a scheduled board meeting before then or a special board meeting can be called.

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I don't think the board can rescind a recommendation that has already been made but the board could certainly adopt a new motion stating that it no longer recommends removing this officer (or, more positively, that it now recommends retaining this officer). 

 

 

The distinction being drawn here escapes me.

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A motion was made, passed, to put forth in motion the procedures to recall the newly elected President.  The board members who voted yes on this are leaving office today.  The new Board, who does not want this action to proceed, takes office at midnight tonight.   

 

The new board now wants to end this.  A special meeting may be called, in two days, in which a motion will made to "rescind" this action of removal. 

 

The part that was unclear was because this process began, but only by an email sent to members announcing a vote will be coming, do we have the right to rescind the previous votes action.  The new board is hoping to end this before it continues.   Can't we just make a new motion to stop this action?

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A motion was made, passed, to put forth in motion the procedures to recall the newly elected President.  The board members who voted yes on this are leaving office today.  The new Board, who does not want this action to proceed, takes office at midnight tonight.   

 

The new board now wants to end this.  A special meeting may be called, in two days, in which a motion will made to "rescind" this action of removal. 

 

The part that was unclear was because this process began, but only by an email sent to members announcing a vote will be coming, do we have the right to rescind the previous votes action.  The new board is hoping to end this before it continues.   Can't we just make a new motion to stop this action?

 

If what you mean by "A motion was made, passed, to put forth in motion the procedures to recall the newly elected President", is that the board, in accordance with the section of your bylaws which you quoted, passed a motion recommending removal of a director from office, it seems to me, based upon what you have posted, that it is not too late to rescind this recommendation.

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Thank you Dan and others.  Thats what I am thinking in that it's not to late to stop this.     

 

Is there any place in RR where I can cite that this is acceptable?    .... to just make another motion to end this process?

 

I was looking through my RR books and could find it clearly answered

 

Thank you

 

You haven't as yet told us exactly what the motion you want to rescind says.

 

And by the way, I had forgotten that you said, in your initial post, that your association's attorney is stating rescinding is not an option. I'm sure that I do not have anywhere near enough information as yet to doubt the correctness of this opinion.

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There's a motion in place to recall the incoming President.  This President was voted in by the  members.   Ballots will be mailed out to membership in two weeks to have them vote YES for recall of the President or NO for recall of the President. 

 

We would like to call a special meeting and make a  motion to rescind / stop the previous motion which put this recall in place. 

 

At one point we were told, that our attorney said it can't happen.  But he's been incorrect in the past.  We believe we can stop this vote being put out to membership. 

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A motion was made, passed, to put forth in motion the procedures to recall the newly elected President. 

 

I've seen no evidence of such a "procedure" (or "process"). The bylaws you cited merely allow the board to make a recommendation.

 

How did this recommendation snowball into a seemingly irreversible procedure with ballots mailed? Did the membership vote to act on the recommendation?

 

Who authorized the mailing of the ballots?

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I don't think the board can rescind a recommendation that has already been made but the board could certainly adopt a new motion stating that it no longer recommends removing this officer (or, more positively, that it now recommends retaining this officer).

 

The distinction being drawn here escapes me.

 

I'd say it's procedural.

 

How so?

 

If the action authorized by the adoption of a motion has been completed, the motion can't be rescinded.

 

The "action" authorized by the adoption of a motion to recommend is the recommendation itself. That is, the adoption of the motion completes the action (or it's completed when the recommendation is made known, which, in this instance, it has been).

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If the action authorized by the adoption of a motion has been completed, the motion can't be rescinded.

 

The "action" authorized by the adoption of a motion to recommend is the recommendation itself. That is, the adoption of the motion completes the action (or it's completed when the recommendation is made known, which, in this instance, it has been).

 

I disagree. A recommendation is something having continuing force and effect which can be rescinded until such time, if ever, that it has been acted upon and its rescission will no longer have any meaning. The adoption by a board of a motion stating that it no longer recommends something is nothing other than a motion rescinding its recommendation.

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I disagree. A recommendation is something having continuing force and effect . . . 

 

Then we disagree. I think it's a kind of "snapshot" of the board's opinion at a particular time.

 

The adoption by a board of a motion stating that it no longer recommends something is nothing other than a motion rescinding its recommendation.

 

Well, it probably has may have a similar the same effect but that doesn't make it the same thing.

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I understand if the action (which is to recall the elected President) can not be undone then you can't rescind. 

But since this can be undone, since no ballots have even been sent out yet, it appears it can be rescinded.

 

As you can see in the example below ...  the church has not been repainted.   

 

 

http://www.dummies.com/how-to/content/roberts-rules-for-rescinding-or-amending-something.html

 

 

What motions you can’t rescind or amend

Some motions can’t be amended or rescinded:

  • Motions subject to the motion to Reconsider: Calling to rescind or amend is unnecessary if you can simply call up the motion to Reconsider,which has been previously moved.

  • Motions that have already been carried out and that cannot be undone: If you voted to repaint the church, it’s too late to rescind the motion after the church has been repainted.

  • Motions that have been adopted to accept resignations or actions electing or expelling a person from membership or office (if the member is present or has been notified): After a resignation has been accepted or a membership terminated by expulsion, the resigning or expelled person can be reinstated only by following the procedures for membership admission or election to office.

    Rescinding an election requires either a provision in the bylaws or specific procedures for removal from office.

 

 

I respect all of your opinions.. thank you.   I love Roberts Rules... I'm always learning   

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