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entire board resignation


Guest Pearl
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Three members have petitioned the entire board to resign. Our bylaws give instruction for the removal of an officer or a trustee but not for  the entire board. If the board designates the committee of 3 to investigate charges and the board is responsible for accepting or rejecting report which goes to membership for vote isn't this a bit absurd? Our annual election was a month ago in December. Wasn't that the time to replace board if membership wanted to?

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11 minutes ago, Daniel H. Honemann said:

If your bylaws require that your board do something if three members petition the entire board to resign, then that is what your board must do.

Nothing in RONR imposes any such requirement. I have no idea what your bylaws may require in this regard.

Our bylaws require that our board do something when an individual is petitioned to resign. It says nothing about an entire board. Does RONR have specific rules for the trial of an officer or trustee? If so do those specific rules apply to an entire board as if it were an individual?

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48 minutes ago, Guest Pearl said:

Our bylaws require that our board do something when an individual is petitioned to resign. It says nothing about an entire board. Does RONR have specific rules for the trial of an officer or trustee? If so do those specific rules apply to an entire board as if it were an individual?

Yes, RONR has very specific rules for the trial of officers (11th ed., pp. 654-669).

The discussion in RONR all relates to the trial of an individual officer or member, but I'm not aware of anything in RONR which would prevent a trial of more than one person at a time (although I confess that I haven't looked very hard).

Your customized rules may or may not prevent the trial of more than one person at a time.

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1 hour ago, Daniel H. Honemann said:

Yes, RONR has very specific rules for the trial of officers (11th ed., pp. 654-669).

The discussion in RONR all relates to the trial of an individual officer or member, but I'm not aware of anything in RONR which would prevent a trial of more than one person at a time (although I confess that I haven't looked very hard).

Your customized rules may or may not prevent the trial of more than one person at a time.

How can an organization work in a vacuum? If members call for the resignation of all members of board, who would run the show? Wouldn't bylaws have to be amended to elect a new board  immediately or wouldn't they have to wait until annual meeting in December?

If the board is responsible for receiving a report and acting on it by bringing it to the members for a vote if it has merit, but they find that according to the report the charges against the board are  indeed  false, can the members still overturn that decision according to RONR?

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I would hope your rules have a rule for FILLING VACANCIES.

So, that is one way to fill the open positions.

***

If removing the entire board in one sweeping enacting action is not possible, then you may consider removing them serially. -- i.e., to remove 100% of your board one board member at a time.

(Alphabetical order or seniority order, it does not matter. Or start by removing them in bylaws order: President, Vice President, Secretary, Treasurer, most-senior director, second-most senior director, etc.)

As you remove each officer, you fill the vacancy, so that your board is never more than one position "down". Maybe two.

***

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1 hour ago, Kim Goldsworthy said:

I would hope your rules have a rule for FILLING VACANCIES.

So, that is one way to fill the open positions.

***

If removing the entire board in one sweeping enacting action is not possible, then you may consider removing them serially. -- i.e., to remove 100% of your board one board member at a time.

(Alphabetical order or seniority order, it does not matter. Or start by removing them in bylaws order: President, Vice President, Secretary, Treasurer, most-senior director, second-most senior director, etc.)

As you remove each officer, you fill the vacancy, so that your board is never more than one position "down". Maybe two.

***

I'm not interested in removing any officers. They have been acting faithfully. The rule for filling vacancies is the president recommends and the board confirms. At next annual meeting the spot would be open for election.

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I do not think we are going to be much help in this situation.  Essentially, the petitioners are not asking for one director to be removed, but all of them.  There is really no difference from a technical point of view as far as RONR is concerned.  One member or multiple members would not matter. 

However, it appears the organization has very specific rules, one of them being that the Board is involved in deciding if its own members should be removed.  It might be best for you to read Chapter XX of RONR (the current edition is the 11th Edition), specifically the pages referenced by Daniel H. Honemann.  Then suggest to the organization that it amends the By-laws to allow this section of RONR to be the section that deals with removing directors from office. 

As for the election occurring in December - perhaps the petitioners have found information that suggests the decisions made at that meeting are no longer relevant. 

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