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Enough to remove from office?


Guest ShellyS
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I am VP of a local organization.  Our purpose is to raise funds for a fire department.  At the last quarterly membership meeting the President read aloud a contract he signed giving away ownership of our only 3 buildings.  He did not fully read the contract.  Many yaddah yaddah yaddahs.  This came as a surprise to myself and the Secretary.  Previously we had been approached by another organization for them to take ownership of our 3 buildings while we still owned and operated everything inside.  The board decided to have the corporation vote on going forward with negotiations.  Really shouldn’t have been a decision as the state statutes require a corporation vote on the sale of assets that are not a common part of an organization’s business.  And that something of this magnitude belongs in the members hands.  The minutes of the members meeting state: “ A motion was made by NAME to accept the NAME (other organization) offer to take ownership of the buildings and allow the Executive Board and NAME (President) to negotiate and sign the terms of transfer of ownership to the buildings on behalf of the corporation.  NAME seconded the motion. All were in favor, no one opposed.”  

State statutes do not allow for even the board to make this decision.  (Just learned that.)  So the motion goes against statutes which makes the motion null and void according to RONR.  Correct?

Also, the motion itself says that the board and the president will negotiate AND sign the terms of transfer of ownership.  So in that case would the contract be null and void because even the motion itself (had it been valid) was not carried out since the board had no opportunity to see the contract before it was signed, and thus did not sign it themselves? 

The bylaws do not give any 1 individual this level of decision power.  Signing that contract before anyone else saw it was in effect making a solo decision on the matter.  Which goes against the core of any democratic organization.

I made a motion at the last board meeting to have both the board and the corporation vote on said contract.  I was given the information above as reason why no votes needed to be taken.  Two people said nothing.  Both had previously let me know they were not happy the contract was signed without our knowledge.  5 people told me the above plus a special meeting we had (to have the members vote) again as reasons no votes need be taken.  Honestly, I think the minutes have been altered.  I do not remeber the motion being stated that way.  Was never given a copy of those minutes until I questioned the procedures on this contract, so I have no way to check.  The person that seconded the motion also does not remember it being stated that way and states they “would never have seconded a motion to accept the offer.  I was expecting a final negotiated contract from the board to be voted on by the members at the meeting where we were instead surprised by the signing.”  

I do not know yet if my motion was recorded in the minutes.  I will only know when the minutes are read this coming Tuesday.  (They are not sent out to anyone but the President from the Secretary.)  To my knowledge every motion is to be recorded in the minutes.  That’s why I made sure to make a motion rather than include it as part of the informal discussions.

In my head this all makes sense.  Procedurally from two different 

In my head this all makes sense.  But I need someone outside my organization to show me any flaws in my logic.  Am I right here that the motion is not valid for either of these two reasons?   What motion and when do you think I should make it to bring this to the attention of the membership?  (Sorry still new at this and we don’t seem to be following RONR very well so my experience means very little.) 

And considering the person that did this is the person whose job duty states they are to make sure we follow all procedure, am I wrong for wanting an investigation as to why this happened? And possibly call for a vote to remove them from office should willful misconduct be shown?  If a District Attorney wanted to, there is potentially a crime here.  The man gave away property that did not belong to him without the organization that owns it giving approval (in the form of a member vote) to the terms which also doen’t approve the asset transfer. 

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Well, I don't really follow most of this, but let's start here:

42 minutes ago, Guest ShellyS said:

The minutes of the members meeting state: “ A motion was made by NAME to accept the NAME (other organization) offer to take ownership of the buildings and allow the Executive Board and NAME (President) to negotiate and sign the terms of transfer of ownership to the buildings on behalf of the corporation.  NAME seconded the motion. All were in favor, no one opposed.”  

It seems to me that the decision was made by the membership, not the board, and the membership then delegated the task of working out the details to the board and President.  So, I don't understand the multiple references to this decision being incorrect because it was made by the board.  What am I missing?

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The minutes stated the board and the President were to negotiate and sign.  Only the President signed because only the President saw the contract.  He signed it without ever presenting it to the board.  The motion says “board AND president”... only 1 was included.  The instructions of the motion were not carried out as per the minutes required.  Making it at least a reason to question this motion.  Possibly invalidate the contract because he did not have the authority to sign without the board. 

However, the motion itself to essentially “disallow” the members the vote on the sale of property is in conflict state statutes which say the only the members can to vote on sale of property.  The board is only able to vote on this IF the organization has no members.  Since RONR states that no motion is valid that is in conflict... wouldn’t this null and void the motion as a whole?

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1 hour ago, Guest ShellyS said:

And considering the person that did this is the person whose job duty states they are to make sure we follow all procedure, am I wrong for wanting an investigation as to why this happened? And possibly call for a vote to remove them from office should willful misconduct be shown?

See FAQ #20.

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2 minutes ago, ShellyS said:

However, the motion itself to essentially “disallow” the members the vote on the sale of property is in conflict state statutes which say the only the members can to vote on sale of property.  The board is only able to vote on this IF the organization has no members.  Since RONR states that no motion is valid that is in conflict... wouldn’t this null and void the motion as a whole?

We're not going to (attempt to) interpret your state statutes.  If there is an applicable procedural statute, then yes, RONR says that no motion in conflict with that applicable procedural statute is in order, although that's not the same thing as not valid - a point of order would need to be raised at a meeting, the rule is not self-enforcing.  In any case, though, I simply fail to see how a motion to "accept the offer to take ownership . . ." can be fairly characterized as one to "essentially 'disallow' the members the vote on the sale."  It looks to me exactly like the members voting on the sale, and like they voted to approve the sale, then left the details to the board and president.

As to how a motion that delegates the task of negotiating a contract to both a body and an individual is supposed to be carried out, well, I don't know, I wouldn't make a motion to do that.  It is up to your organization to figure out what it meant by that motion, and whether the president was required to seek board approval or not.

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I did word that poorly saying the motion disallowed the members to vote.  My apologies.  I’ve been over so much stuff trying to understand this.  I meant it disallowed them to vote on the final contract.  They were expecting to be presented with a final contract, negotiated by the board, for a vote by them before the contract was signed.  Even the person who seconded the motion was expecting that.  And she’s a very attentive member.  Neither her, nor I, nor the secretary remembered the vote actually being what’s in the minutes.  The secretary of all people should know the motion.  I understand that without her specifically stating the minutes have been altered after she wrote them limits what I can do.  I have to go by the minutes.  I appreciate you help.  This has been a very confusing situation.  And I thank you for your time in trying to understand what I’ve written.  I’ve been through so many documents, it’s all garbled even in my own head.  I’ve just been baffled how a decision of this magnitude gets made by 1 person.  The operations in these buildings is one of our main revenue generators.  And they can now be sold and even rented against our will because of this contract.  That could lead to the entire organizations downfall.  No one was expecting a signed contract yet.  And unfortunately politics and alliances are being brought into the mix where there’s no need. These procedures are designed to keep politics out of the equation.

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Well, I typically prefer not to have a large assembly deciding what a contract should say (or more than one negotiator) so what you wrote didn't seem unusual to me.  If it isn't what was passed, the minutes should be amended.  If that amendment means that the president took action in reliance on what they previously said, and it now turns out that action wasn't authorized, you have a problem, but it's primarily legal, as Guest Zev said above.  

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