Voting out board members

[Guest boardnightmare]

So our board is in a faction fight, and one faction has decided to try to vote out the other faction.  Our bylaws say:  "Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given."  And that is all on that topic.  Does previous notice mean notice of the meeting itself or notice that there is going to be a call for a vote to remove board members?

[jstackpo]

Previous notice must include information as to the intended action, as I read your bylaws.

See "Previous Notice" on pages 4, 404, & 596 (line 27).

[Richard Brown]

Previous notice is defined on page 4 of RONR as follows:  "Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the "call" of the meeting at which it is to be considered (see also pp. 121–24). The call of a meeting is a written notice of the time and place, which is sent to all members of the organization a reasonable time in advance."

On page 121  previous notice of a motion is described as follows:  "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws."

Edited to add:  I note that your bylaws apparently prohibit a vote to remove an officer at a special meetings.  The bylaw provision you quoted specifies "at a regular meeting". 

Edited May 22, 2018 at 09:35 PM by Richard Brown
Added last paragraph

[Atul Kapur]

In addition to Richard Brown's note about this only being allowed at a regular meeting, two other things are worth noting:

1) The vote required is " two-thirds vote of those present" so you will need an accurate count of all those who are present, as abstentions may affect the result.

2) This article of the bylaws applies to Officers; not all members of your board are necessarily officers so this would not apply to them.

Edited May 22, 2018 at 09:49 PM by Atul Kapur, PRP "Student"
changed "will affect" to "may affect"

[Josh Martin]

18 minutes ago, Atul Kapur, PRP "Student" said:

2) This article of the bylaws applies to Officers; not all members of your board are necessarily officers so this would not apply to them.

RONR considers directors to be officers.

[Ray Harwood]

3 hours ago, Josh Martin said:

RONR considers directors to be officers.

My HOA bylaws provides for a Board of Directors, each member being called a Director.  It further provide for Officers such as President, Vice President, Secretary, and Treasurer.  There is a clear distinction between the two there.  I thought this tracked what I know of the two terms in RONR – though admittedly my knowledge is not a great as many of you.

Can you provide a reference where RONR equates a director to being an officer? 

[Joshua Katz]

19 minutes ago, Ray Harwood said:

Can you provide a reference where RONR equates a director to being an officer? 

Page 461-62, ll. 32-33 and 1-4, respectively. 

[Guest Zev]

Well, it does say it but in a different way. The reference is to the bylaws model on page 572 with the following quote:

Article IV: Officers. As stated in 47, every society should specify in this article of its bylaws the officers it requires, including honorary ones, and how they shall be elected or appointed. The officers rank in the order listed, so that the president should be named first, the vice-president or first vice-president next (unless there is to be a president-elect; see p. 457), and so on. Directors should be classed as officers.

I suppose the organization will have to decide for itself if directors are officers or not.

[Richard Brown]

24 minutes ago, Ray Harwood said:

My HOA bylaws provides for a Board of Directors, each member being called a Director.  It further provide for Officers such as President, Vice President, Secretary, and Treasurer.  There is a clear distinction between the two there.  I thought this tracked what I know of the two terms in RONR – though admittedly my knowledge is not a great as many of you.

Can you provide a reference where RONR equates a director to being an officer? 

On page 572 in the discussion about bylaws where it says as follows:  "Article IV: Officers. As stated in 47, every society should specify in this article of its bylaws the officers it requires, including honorary ones, and how they shall be elected or appointed. The officers rank in the order listed, so that the president should be named first, the vice-president or first vice-president next (unless there is to be a president-elect; see p. 457), and so on. Directors should be classed as officers. "  (Emphasis added)

Also see page 576: "Article VI: Executive Board (or Board of Directors). As explained on pages 481–83, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization."

And finally on page 585 in the sample bylaws:  "Section 1. Officers and Duties. The officers of the Society shall be a President, a First Vice-President, a Second Vice-President, a Recording Secretary, a Corresponding Secretary, a Treasurer, and four Directors. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society."

Edited to add:  I agree with Guest Zev that ultimately the society has the right to decide whether, under its bylaws, directors are officers. 

Edited May 23, 2018 at 01:43 AM by Richard Brown
Added last paragraph

[Atul Kapur]

4 hours ago, Atul Kapur, PRP "Student" said:

2) This article of the bylaws applies to Officers; not all members of your board are necessarily officers so this would not apply to them.

 

3 hours ago, Josh Martin said:

RONR considers directors to be officers.

I was commenting on the organization's bylaws, not RONR.

19 minutes ago, Richard Brown said:

Edited to add:  I agree with Guest Zev that ultimately the society has the right to decide whether, under its bylaws, directors are officers. 

The point I was making was that they should confirm what their bylaws say. Given that the organization's bylaws differ from the RONR sample, I thought it important that Guest boardnightmare not simply assume that what is in RONR automatically applies to their organization.

[Gary Novosielski]

Unfortunately, the vote threshold is listed as a two-thirds vote of those present, rather than a vote of two-thirds of those present, presuming that was the intended meaning.

An argument could be made that the phrase two-thirds vote having been defined in RONR, the phrase of those present in the original has little additional effect except to forbid absentee voting. I know this is a stretch, and we've seen worse ambiguities than this in other threads, but I think it's worth mentioning.  Personally, I  would go with the first interpretation, but I know that whenever two interpretations are possible, two interpretations are probable.