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melehundele

Do members need a hearing to remove Board members for cause?

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This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon.

I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? 

I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights.

The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members.

My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board.

Thank you in advance for your help!

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This one is tough and I imagine our regular posters may disagree on some aspects.  But, I'll give it a shot.

First and foremost, I believe this may ultimately be a question of bylaws interpretation.  We cannot interpret bylaws on this forum.  That is something only the organization itself can do.  Your organization must decide for itself the procedure to be followed.

But, having said that, here is the way I look at it.

Since the bylaws mention removal for cause but do not specify the procedure for removal, I believe the default disciplinary procedures in Chapter XX of RONR would apply.

But, you may have another option.  What, exactly, do your bylaws say about the terms of office of board members?  Do they specify an exact fixed term, such as "three years", or do they say something such as "three years or until their successors are elected"?  Please give us the EXACT wording of that provision.  If they use the magic phrase "or until their successors are elected", it may be possible to remove them from office by the adoption of a motion to do so as provided on page 633 at lines 27-34. 

If the bylaws do not contain the magic phrase "or until their successors are elected", then, according to RONR, you would have to follow the full disciplinary trial process as stated on page 654, lines 4-13.

You might also read FAQ No. 20 for more information:  http://www.robertsrules.com/faq.html#20

 

 

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Depending on how the term of office is defined in the bylaws you may need a full fledged trial to remove the Board members from office or you may be able to remove them from office by a 2/3 vote without notice, a majority vote with notice or a majority of the ENTIRE membership.  Can you give us the EXACT language in your bylaws regarding the term of office?  Is it a fixed term or is there some qualifying language (and/or until their successor is elected or similar language)?

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Guest Who's Coming to Dinner

Mr. Poo-Bah the Grand, I believe your first citation should be to Page 653, not Page 633.

The "or" language may provide an out in this case, although to play devil's parliamentarian, one could argue that the existence of a bylaw providing for removal "upon cause" excludes removals without cause.

It would be helpful to have an exact quotation of the bylaw (and context) that provides for such removal rather than a paraphrase.

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