angela Posted October 17, 2015 at 12:44 AM Report Share Posted October 17, 2015 at 12:44 AM Hello,I am the founder and President of a new nonprofit dog rescue. We just began a few months ago and I am having problems with board members actually abiding by the bylaws. People have left without giving notice, others aren't following procedures. Now the VP (who is cofounder) has gotten angry at me (for not answering a phone call). Bear with me, as I know this is ridiculous. She sent an email to all board members (including one who had already left without giving notice), slanderizing me and lying about my interactions with others. She wants an emergency board meeting. We have agreed to that, but I am sure she is trying to get me out. The problem is, I do everything on our Board and on our rescue. They do not understand the bylaws and are even asking that I, as President, not chair the meeting. I am asking how to property navigate this meeting and/or the refusal of the Board to follow the basic rules they voted to set forth. Also, what rights do I have with a crazy board?Thank you! Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted October 17, 2015 at 01:10 AM Report Share Posted October 17, 2015 at 01:10 AM There's not much that could be done if members don't want to follow the rules. Link to comment Share on other sites More sharing options...
Guest Curious Posted October 17, 2015 at 02:12 AM Report Share Posted October 17, 2015 at 02:12 AM Some of your complaints are administrative in nature and won't be covered by parliamentary procedure. As far as procedure goes, make sure your bylaws are being followed regarding who is allowed to call a special meeting and what kind of notice must be given. Only the business mentioned in the call of the meeting may be considered, so if your enemy did not say that your removal would be the topic, it can't be acted upon. The board does have the right to suspend the rules and choose a different chair for the meeting if they wish. Concerning your ultimate removal as president, see FAQ #20. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 17, 2015 at 04:15 PM Report Share Posted October 17, 2015 at 04:15 PM Also, what rights do I have with a crazy board? Although this question was asked last, I'll answer it first. For information on what the chair can (and cannot) do generally, see RONR, 11th ed., pgs. 448-457, RONRIB, 2nd ed., pgs. 136-141. In particular, one of your most important powers as President is that you can rule on questions of order, either in response to a Point of Order or at your own initiative. Therefore, if a motion is in violation of the rules, you may rule that motion out of order. If a member is in violation of the rules, you may call the member to order. Two important caveats, however, are that such rulings are subject to Appeal, and that you only have this power in the context of a meeting. Ultimately, if a handful of board members are a problem, you can probably deal with it. If the majority of the board is the problem, however, there's not much you can do. You might need to report the board's problems to a higher authority - the general membership - and have them straighten the board out. As to your specific concerns... People have left without giving notice... Nothing in RONR requires members to give notice before leaving. Bear with me, as I know this is ridiculous. She sent an email to all board members (including one who had already left without giving notice), slanderizing me and lying about my interactions with others. She wants an emergency board meeting. We have agreed to that, but I am sure she is trying to get me out. The problem is, I do everything on our Board and on our rescue. They do not understand the bylaws and are even asking that I, as President, not chair the meeting. I am asking how to property navigate this meeting and/or the refusal of the Board to follow the basic rules they voted to set forth. For starters, it is not clear to me that the board has the authority to remove the President at all. Who elected you, the board or the membership? Unless the bylaws provide otherwise, the body which has the power to elect also has the power to remove. Even if the board does have the power to remove you, it might be a much more complicated process than they imagine, depending on how your bylaws are worded regarding the term of office. As noted, see FAQ #20 for more information on removing elected officers. Additionally, as noted, be sure to check your bylaws regarding special meetings. With all that said, however, I believe that the board members are correct that the President should not preside over a resolution to remove the President. "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion, just as he would in a case where he wishes to take part in debate (see also pp. 394–95)." (RONR, 11th ed., p. 451) Although the rule against the chair's participation in debate does not apply under the small board rules (commonly used in boards with not more than about a dozen members present), I would personally suggest that the rule on pg. 451 is still applicable, although I acknowledge that RONR is not clear on the subject. If you relinquish the chair, the Vice President would ordinarily take over until the pending main question is disposed of. Considering that the Vice President is also intimately involved in the subject, however, I think one might reasonably argue that she should also not preside, and that you should instead appoint a Chairman Pro Tempore (subject to approval of the board). Link to comment Share on other sites More sharing options...
angela Posted October 20, 2015 at 05:05 PM Author Report Share Posted October 20, 2015 at 05:05 PM Thank you for your insight. At this juncture, they have continued to operate outside our bylaws in numerous ways:1) Scheduling special meeting with only 2 days notice (Chair cannot attend) (Our bylaws state 7 day requirement)2) Having 10 items on the special meeting agenda - including changing bylaws to remove President3) Continuing to send board information (such as agenda and conversations about board matters) to those who have resigned from the board4) Failure to provide receipts and medical records as requested Our board currently has 6 members (however, one has not signed the Board Contract, which is a part of our bylaws, so I do not believe she is legally a board member at this time). This behavior is going on with them all currently. I have given them 2 warnings to stop sending board info out to resigned board members, 2 warnings that this meeting they are holding cannot be considered a special board meeting nor can it discuss board matters - yet the agenda clearly states that it is doing all of these. Do I have any recourse at this time? Can I ask them to resign? Can their infractions be considered for disciplinary issues? Can I dissolve the whole board and company and start over? Thank you so much. Link to comment Share on other sites More sharing options...
Curiosulus Posted October 20, 2015 at 05:14 PM Report Share Posted October 20, 2015 at 05:14 PM You can ask anyone to resign but they don't have to. Discipline is meted out according to the procedures in your bylaws, or, if none, Chapter XX in RONR. You have no power to unilaterally dissolve the board or corporation unless your articles, bylaws or applicable public law give it to you. In other words, if the board is not going to play by its rules, there is little you can do except raise points of order under RONR. Link to comment Share on other sites More sharing options...
angela Posted October 20, 2015 at 05:16 PM Author Report Share Posted October 20, 2015 at 05:16 PM We have all signed a Board Contract though stating we would abide by those by laws and RONR procedures. Doesn't violation of that contract count for anything? Link to comment Share on other sites More sharing options...
Curiosulus Posted October 20, 2015 at 05:18 PM Report Share Posted October 20, 2015 at 05:18 PM Contracts are a matter of law and not within the scope of this discussion board. You should seek appropriate legal advice. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 20, 2015 at 06:06 PM Report Share Posted October 20, 2015 at 06:06 PM 1) Scheduling special meeting with only 2 days notice (Chair cannot attend) (Our bylaws state 7 day requirement)2) Having 10 items on the special meeting agenda - including changing bylaws to remove President3) Continuing to send board information (such as agenda and conversations about board matters) to those who have resigned from the board4) Failure to provide receipts and medical records as requested1.) You seem to have answered your own question here. If the bylaws require 7 days of notice, then a special meeting cannot be called with only 2 days of notice. If a special meeting was called with sufficient notice, however, the fact that the regular presiding officer could not attend would not make the meeting invalid.2.) The fact that there are "10 items" on the proposed special meeting agenda, in and of itself, is not an issue. Any items of business to be conducted at a special meeting must be included in the call of the meeting, but there is no limitation on how many items of business may be conducted. It should be noted, however, that an agenda is not binding unless and until it is adopted by the board. As for amending the bylaws and removing the President, the board has these powers only if the bylaws so provide. The board could, however, propose an amendment to the bylaws for the membership to consider.3.) Unless the information in question relates to a meeting of the board held in executive session, this violates no rule in RONR. While the individuals who are no longer board members have no right to board agendas or conversations about board matters, no rule in RONR prohibits board members from sharing such information with non-board members (unless it relates to a meeting held in executive session).4.) I'm not sure whether this is in violation of any rules, since I don't know who's doing the requesting.Do I have any recourse at this time?Your best recourse, in my opinion, is to make a full report of all relevant facts to the general membership, and have them deal with it.Can I ask them to resign?You can ask anyone you like to resign, but they are free to refuse. Resignation is a voluntary act.Can their infractions be considered for disciplinary issues?Sure. See FAQ #20 for more information about discipline.Can I dissolve the whole board and company and start over? Absolutely not, unless your bylaws grant the President such authority, which I highly doubt.We have all signed a Board Contract though stating we would abide by those by laws and RONR procedures. Doesn't violation of that contract count for anything?I think that violating procedures in the bylaws and RONR counts for a great deal, contract or no, but that doesn't mean that a single person, even the President, has the authority to kick people off the board. Most likely, that authority belongs to the general membership, or possibly to the board. Check your bylaws and see FAQ #20. Contracts are a matter of law and not within the scope of this discussion board. You should seek appropriate legal advice.I'm not at all certain that what the OP describes is, in fact, a legal contract, but if it is, I concur that questions about it should be directed to a lawyer. Link to comment Share on other sites More sharing options...
angela Posted October 20, 2015 at 11:33 PM Author Report Share Posted October 20, 2015 at 11:33 PM Thank you all so much for your input. What if we don't have members? We have a group of about 35 volunteers, but no members. Also, we have not begun applying for our 501c3 status yet. When I spoke with the State of NC this morning, they said I could file for dissolution of the corporation. Does this vary by state? Link to comment Share on other sites More sharing options...
Curiosulus Posted October 21, 2015 at 12:32 AM Report Share Posted October 21, 2015 at 12:32 AM Thank you all so much for your input. What if we don't have members? We have a group of about 35 volunteers, but no members. Also, we have not begun applying for our 501c3 status yet. When I spoke with the State of NC this morning, they said I could file for dissolution of the corporation. Does this vary by state? I thought that might be the case. Your board is an authority unto itself. Observations about "the general membership" don't apply if you don't have a general membership. Public law always supersedes RONR. Discussions of the law are outside the scope of this forum. If you are at odds with your board and want to wind up your corporation, I hope you will ask a lawyer for advice. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 21, 2015 at 02:30 AM Report Share Posted October 21, 2015 at 02:30 AM What if we don't have members? In that event, the board constitutes the highest authority within the society, and it probably does have the authority to remove you, but as previously noted, it may not be as simple as they think. If a majority of the board has no interest in following the rules, you're out of parliamentary options. You could contact a lawyer to see what legal options you have. Also, we have not begun applying for our 501c3 status yet. The fact that your organization does or does not have a particular tax status with the IRS has absolutely no relevance so far as the rules of RONR are concerned. When I spoke with the State of NC this morning, they said I could file for dissolution of the corporation. Does this vary by state? Yes, it varies by state. As previously noted, these sorts of questions need to be directed to a lawyer. Link to comment Share on other sites More sharing options...
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