Amending Bylaws to include removal of officer section

[Guest Connie Waller]

We are currently in the process of amending our club bylaws.  We are a charitible organization and have a BOD consisting of President, 1st Vice President, 2nd Vice President, Treasurer, Secretary, and Auditor.  We need to include a section on the removal of an officer from the board.  The 1st Vice President was not performing the duties assigned her and has since resigned.  However, since a resignation is voluntary and we didn't have a bylaw section saying how we could remove her we were basically stuck until she finally said I quit.  We want to make certain the new amendment is a good one and gives the board and/or membership the authority to remove an underperforming officer in a timely manner.  RR seems to indicate it would require a 2/3 vote of the membership to accomplish this.  Is it also possible for the board itself to remove an officer with a 2/3 vote of it's members?

[Hieu H. Huynh]

That is up to your organization to decide. Also see RONR 11th ed., p. 574.

[jstackpo]

In your rewrite efforts take a VERY close look at p. 574 of RONR (11th edition).  HHH mentiond it, but it deserves  double mention.

[Guest Connie Waller]

Thank you.  I will take a close look.

 

[Josh Martin]

However, since a resignation is voluntary and we didn't have a bylaw section saying how we could remove her we were basically stuck until she finally said I quit.

Actually, this wasn't necessary. There are procedures in RONR to use for discipline if the bylaws are silent.

RR seems to indicate it would require a 2/3 vote of the membership to accomplish this.

Not exactly. If the membership is the body which elects the officer position to begin with, then the membership is the proper body to remove the officer, but what vote is required depends on how the bylaws define the term of office. If the bylaws provide that officers serve for a fixed term, or provide that they serve for a fixed term "and until their successors are elected," then removing an officer requires the formal disciplinary procedures in RONR. A majority vote is sufficient to remove an officer in this process, but that's the final step in a lengthy and complicated process.

On the other hand, if the bylaws provide that officers shall serve for a fixed term "or until their successors are elected," or if the bylaws otherwise indicate that officers can be removed prior to the end of their term, formal disciplinary procedures are not required, and the officer can be removed by a majority vote with previous notice, a 2/3 vote, or a vote of a majority of the entire membership.

Is it also possible for the board itself to remove an officer with a 2/3 vote of it's members?

If the membership elects the officer, then the board may not remove the officer under the rules in RONR. Your bylaws take precedence over RONR, however, so your organization can define the rules for removal however it likes.

[Guest Connie Waller]

Thank you all again. I'll be sharing your views with our Bylaws Committee.

[Gary Novosielski]

RR seems to indicate it would require a 2/3 vote of the membership to accomplish this.  Is it also possible for the board itself to remove an officer with a 2/3 vote of it's members?

 

No.  Since board members are elected by the general membership, the general membership gets to decide when and if they should be removed.  That prevents the board from kicking off people that the membership wants, just because the board doesn't want them.