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TheatreVP

Removing a Board Member & Bylaw Changes

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Hello,

I have two questions.

1) What is the proper protocol for removing a board member that is not an officer. There are a few different reasons why. 1) the board member is not responding to emails 2) they are not following their duties, i.e. they are our publicity chair and not posting anything on social media or sending out emails for events. 3) They have an overall poor attitude towards the board and are constantly causing conflict because they do not care for the current board. How do we handle a situation like this and if we must vote them out what is the proper way to do that. 

2) The previous board wanted to vote on bylaw changes at a general membership meeting. 1) They did not provide a copy of the bylaw changes for the membership, in fact they provided a copy on the website in a "members only" section that was only accessible with a password. Not only was there no email informing the members where to look on the website (i.e. members only section) but they were never provided with a password to access them. 2) The current bylaws were removed from the website 3 days prior to being voted on so there was at least 2 days where they were not accessible until someone complained. 3) They were not voted on properly by the membership according to current bylaws or Robert's Rules. 4) After the subsequent vote took place, the changes were never updated by the current board to the general membership. Based on this, the next years board voted that the bylaw changes were null and void based on being done so incredibly wrong. We want to make sure that the new board's vote to do this was the correct move. We felt that this wasn't even an instance of "repealing" bylaw changes because they were never actually changed.

 

Any help would be greatly appreciated!

 

VP

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1.  What do your bylaws say regarding the term of office of directors?

2.  What do your bylaws say about amendments?  As a general matter, it doesn't matter if the board wants to do something at a general membership meeting - it's not their meeting, except that, if they are also members, they can make motions there.  1.  According to your bylaws, is notice required?  It is if you are using the default rules in RONR.  2.  Do your rules require that your bylaws be on your website?  3.  This is not very specific.  What did happen at the meeting?  4.  What subsequent vote?  In any case, changes don't need to be "updated by the current board to the general membership" to take effect.  The board may not countermand a decision made by the general membership, so most likely this action was incorrect.  I'm also puzzled by current board and next years board - people who haven't taken office can't make any board decisions.  In any case, my thoughts here will depend on understanding what did take place at the meeting that was "so incredibly wrong."

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1.) Do your bylaws say anything about removing board members? If not, how is the term of office defined in your bylaws? Please provide the exact wording.

2.) It seems to be correct that the bylaw amendments are null and void, as it appears that proper notice was not given of the amendments, which is generally a requirement of amending the bylaws. As I understand the facts, notice was given only by posting on a website which members did not have access to. Even if members had access, posting on a website is not sufficient notice unless your bylaws so provide.

Nonetheless, it was not the correct move for the board to declare the amendments null and void, because the board does not have this authority. Only the membership has the authority to invalidate a vote of the membership.

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Guest THEATREVP
14 hours ago, Joshua Katz said:

1.  What do your bylaws say regarding the term of office of directors?

2.  What do your bylaws say about amendments?  As a general matter, it doesn't matter if the board wants to do something at a general membership meeting - it's not their meeting, except that, if they are also members, they can make motions there.  1.  According to your bylaws, is notice required?  It is if you are using the default rules in RONR.  2.  Do your rules require that your bylaws be on your website?  3.  This is not very specific.  What did happen at the meeting?  4.  What subsequent vote?  In any case, changes don't need to be "updated by the current board to the general membership" to take effect.  The board may not countermand a decision made by the general membership, so most likely this action was incorrect.  I'm also puzzled by current board and next years board - people who haven't taken office can't make any board decisions.  In any case, my thoughts here will depend on understanding what did take place at the meeting that was "so incredibly wrong."

http://www.lakelandplayers.net/uploads/1/2/4/9/12490881/2015_lp_by-laws.pdf

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We do not have anything in our bylaws or policies regarding removing a board member. All terms are for 1 year, except whoever receives the highest number of votes as a non-officer is given a 2 year term so as to avoid a completely brand new board with no experience. This is why we don't know how to handle this appropriately. 

The board member in question is a board member until july 1st of 2018 like the rest of the current board. 

The reason I was saying "old board" was that a new board just took over as of July 1st, 2017. 

In our bylaws, which I attached to one of the comments, we must notify the membership of proposed changes to the bylaws at least 2 weeks prior to the general membership meeting. It does not say how. The only notification sent was an email saying the changes were on the website. However, they were in a restricted area that needed a password and no one was informed of where to find them. Members did not know where to access them. Therefor they were never accessible to the general membership. 

When a vote was taken to pass the changes at the general membership meeting, yays and nays were taken. There were proxy votes given to members and NONE of the proxies were counted. I believe if I am correct that votes need to be counted and in ballot form. It was done based on the "sound" of yays. That's it. So there are two issues. 1) Members never received changes within 2 weeks of meeting and even though the board moved forward otherwise ignoring the bylaws they were also voted on incorrectly. This is why when the new board took over (everyone elected to begin July 1, 2017) we decided that the bylaw changes were null and void because the proper procedure was not followed. There is mention of repeal of bylaws in our bylaws but the board did not feel we were repealing anything because the previous board did not follow the rules. 

 

I hope I am explaining this correctly. We are a new board that was not familiar with Robert's Rules and neither was the previous board and we are trying to follow the rules. 

We also need to make sure our board members are doing their job and that is not happening with one of our board members and I would like to motion to have them removed from the board OR decide on what is the appropriate way to handle an unruly board member. 

 

Thank you!

 

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I found nothing in your bylaws using the "or until successors are elected" language.  There is a removal provision, but it is for missing meetings.  I would say removal would follow the disciplinary process in RONR, and carried out by the membership, not the board.  

I, personally, would say you did not give notice.  Bylaw violations are continuing breaches so long as they remain in effect, which in this case is as long as the bylaws remain changed.  A point of order can, I think, be raised as to the lack of notice, at a membership meeting.

I see no provision requiring a ballot vote for amendment.  As a general matter, voice votes may be used for amendments, where, as here, a majority vote is required.  Your organization has, contrary to the advice in RONR, mixed votes taken by mail and votes taken in person, and is using proxies, which complicate matters.  It is up to your organization, as a result, to figure out how these moving parts fit together.  I'm not prepared to say that a voice vote was incorrect.

Regardless, your board has no power to declare actions taken at a membership meeting to be null and void, nor to decide if proper procedure was followed by the members.  Only a membership meeting can do that.  

But, please, please, stop referring to "the board's" actions in adopting the bylaws, and using phrases like "the previous board did not follow the rules."  The board is not acting at a membership meeting, the membership is, and it is a mistake to allow the illusion to continue that the board has any power not explicitly given to it.  That's why the board can't declare the actions null and void, or consider a point of order on the matter.  I would say they are in effect until a point of order is properly raised at a membership meeting, in my opinion - but only your organization can interpret your bylaws, mine is just an opinion.

Short of removal, the best way to handle an unruly board member is often speaking with them and seeing if they have concerns that are not being addressed, then giving advice on how to usefully get those concerns addressed.

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