President Requested Resignation of Board Member/Threatened to "Remove" Them - Is that allowed without a vote of the Exec Board/Membership?

[RRLearner]

I am on the executive board of a small nonprofit group - we have a total membership of about 100 members. There are 7 members of the executive board and they are all elected by the members for 2 year terms. ***Please note, I have read FAQ #20 and still need further clarification. Our bylaws state that Exec Board members are elected for 2 years “or until [the officer's] successor is elected,” so I understand that means the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice. But the President seems to think just the Exec Board can vote the person off the Board***

We have an issue right now that the elected President doesn't like one of the other Exec Board members and has unilaterally sent that person an email requesting that they resign or if they don't resign, the President will have the Exec Board vote off that Board Member.

1. Our bylaws mention nothing about the Exec Board being able to remove a Board Member; and the Board Member was elected by the total members, so shouldn't the total members be the only ones with the power to vote out an elected Exec Board member?

2. Also, was the President in order to send this email requesting a resignation of an Exec Board Member without discussing it with the Exec Board? Does the President need a vote/approval by the Exec Board to request a resignation?

3. To make things worse, our Bylaws somehow state that a quorum is just 3 members of the organization - so tiny - not even a majority of the Exec Board itself. Does that mean that the President can call a special meeting for the purposes of voting off this Board Member and then as long as 3 people show up and 2 (including the President) vote the Board Member off, then it's legit?

4. Do you suggest trying to change our bylaws to raise the quorum? And also perhaps to specify that Board Members can only be removed by a 2/3 vote of the entire membership, not just a quorum at a specific meeting? Or only at least a 2/3 vote at a regular meeting only, not a specially called meeting for a specific purpose? We generally have at least 20-30 members show up at our regular monthly meetings - but if a special meeting was called, there might not be much turnout. We usually never have conflict so this targeting of a specific Board Member by the President is unexpected and the bylaws don't seem to be written considering that this type of thing will be happening. Thanks!

[Chris Harrison]

1) Yes and in fact the Board only has the authority the bylaws give them (RONR p. 482 ll. 25-29).

2) Well I can request you send me $1 Million and you would have as much right to decline politely (or not) as the member would to decline the President's request.  That being said the Board finding out the President sent out this "request" without conferring with them could send him a similar "request" he resign.

3) Sounds like it.

4) I would definitely recommend the bylaws be amended to raise the quorum.

[Joshua Katz]

1. The power to appoint comes with the power to remove, unless other provisions are made (and with the term of office provision you mentioned).  If the board is not given the power to remove, then it cannot remove.

2. Unless you have rules on the matter, nothing in RONR limits the ability of the President to send any emails he wants, and to make any requests of people he wants.  It might be impolite or worse, or it might just be politicking (which depends on your point of view, I suppose).

3. A quorum for membership meetings is 3 members?  Well, then yes - assuming the bylaws have a provision for calling special meetings and allow the President to do so, he can do what you describe.  

4. I don't have an opinion here.  In general, quorum should be set at the number reasonably expected to attend.

[jstackpo]

By the numbers, (your numbers):

1)   Yes, only those who elect to the board can remove from the board.

2)  this is a two part question: (a) yes, although it may not be a very good political move.  Heck, I can request that the member resign, with just as much effect as the president requesting; (b) no.

3)  Seems that is true.  Three is indeed a mighty small quorum for an association of 100 members.  But you are stuck with that until the bylaws are amended (which a 3 person meeting could also do).

4)  Raise the quorum  --  good idea.  As far as departing from the "standard" (RONR) requirements that will be up to you.  RONR's rules have stood the test of time, be sure to think through any unintended consequences that could come along if you do decide to write your own rules.  

Don't forget that a clear notice is needed for the special meeting to remove.  That might well bring out a lot more than a bare quorum of members, particular if the (potential) removee is popular.  Or if the president is popular, for that matter.

I see others can type faster than I can  --  at least we agree.

[Richard Brown]

I just want to emphasize Dr. Stackpole's final point in his next to last (unnumbered) paragraph:  Only business specifically noticed in the call of a special meeting can be conducted at a special meeting.  Any motion to remove an officer would have to be specifically mentioned in the call of the meeting... which must be sent to all members. 

[SaintCad]

Note to #3, Since it is "or" until [the officer's] successor is elected then wouldn't the officer in question have to be removed by electing his successor in the special meeting which has to be done by the membership?  I don't think the OP can be interpreted simply as 2/3 of the Board can vote a member off.

 

What am I missing?

[Joshua Katz]

2 hours ago, SaintCad said:

Note to #3, Since it is "or" until [the officer's] successor is elected then wouldn't the officer in question have to be removed by electing his successor in the special meeting which has to be done by the membership?  I don't think the OP can be interpreted simply as 2/3 of the Board can vote a member off.

 

What am I missing?

I don't think you're missing anything, but I took #3 to be about a membership meeting, not a board meeting.

[Richard Brown]

2 hours ago, SaintCad said:

Note to #3, Since it is "or" until [the officer's] successor is elected then wouldn't the officer in question have to be removed by electing his successor in the special meeting which has to be done by the membership?  I don't think the OP can be interpreted simply as 2/3 of the Board can vote a member off.

 

What am I missing?

I don't think it is required that a successor be elected at the same meeting at which an officer is removed.  Advisable, perhaps, but not necessary.  Removal without electing a successor at the same meeting would simply create a vacancy which needs to be filled as soon as possible.

[Joshua Katz]

16 minutes ago, Richard Brown said:

I don't think it is required that a successor be elected at the same meeting at which an officer is removed.  Advisable, perhaps, but not necessary.  Removal without electing a successor at the same meeting would simply create a vacancy which needs to be filled as soon as possible.

Oh, now I see what SaintCad was asking.  Yes, I think he was missing something.  The discussion on p. 574 doesn't seem to suggest to me that the provision should be taken literally - i.e. they remain in office until the successor is elected.  It seems to me to be functioning as "magic words" permitting removal by the motion described.  

[SaintCad]

OK if that is the case then why doesn't the Board have to go through disciplinary procedures?  I see nothing in the OP that indicated that an officer can be removed by 2/3 vote, only that one is elected by 2/3 vote.

[Joshua Katz]

26 minutes ago, SaintCad said:

OK if that is the case then why doesn't the Board have to go through disciplinary procedures?  I see nothing in the OP that indicated that an officer can be removed by 2/3 vote, only that one is elected by 2/3 vote.

 

6 hours ago, RRLearner said:

Our bylaws state that Exec Board members are elected for 2 years “or until [the officer's] successor is elected,”

"If the bylaws provide that officers shall serve "for _ years or until their successors are elected," the officer in question can be removed from office by adoption of a motion to do so.  The vote required for adoption of such a motion is (a) a two-third vote, (b) a majority vote when previous notice . . . has been given, or (c) a vote of a majority of the entire membership - any one of which will suffice."

As I said in my answer 1, the board cannot remove board members; the membership can, and it can do so as described above without using disciplinary procedures.  A quorum for membership meetings, though, appears to be 3.  If a bare quorum is present, a 2/3 vote will be 2.

[jstackpo]

1 hour ago, Joshua Katz said:

 A quorum for membership meetings, though, appears to be 3.  If a bare quorum is present, a 2/3 vote will be 2.

Or just 1, if the other 2 abstain.

[Joshua Katz]

True.

[Richard Brown]

I agree with the last two posts by both Joshua Katz and Dr. Stackpole.  The officer can be removed in the manner described by Joshua. 

[RRLearner]

Thank you all so much for your expertise - very helpful!

[SaintCad]

20 hours ago, Joshua Katz said:

 

"As I said in my answer 1, the board cannot remove board members; the membership can, and it can do so as described above without using disciplinary procedures.  A quorum for membership meetings, though, appears to be 3.  If a bare quorum is present, a 2/3 vote will be 2.

Ahh this is what I was missing.  I thought we were saying 2 out of 3 members of the Board and that made no sense.  Now I see it's 2 out of 3 members.