Hal9000 Posted June 11, 2018 at 08:07 PM Report Share Posted June 11, 2018 at 08:07 PM Greetings, I am not quite sure how to approach this question.... A particular organisation has bylaws, which grant the Board of Directors the power to suspend a member for "conduct unbecoming". OK, that's easy enough. This decision is not ratified by the membership - It is decided and executed at the board level (as per bylaws). The same bylaws make NO reference whatsoever to rescinding a disciplinary decision. The bylaws DO, however, refer to RONR as the parliamentary authority in all matters not specifically addressed by the bylaws. Scenario: The Board of Directors suspends a member for six (6) months. After three (3) months, the Board of Directors decides they were "too harsh", and wish to "adjust" the discipline (to three (3) months). Which brings us to my question:! Is such an action (Rescind a Board discipline decision) addressed in RONR as such, or is this strictly a bylaw interpretation? I am unsure, due to the fact that it is not specifically addressed in the bylaws. Any insight would be greatly appreciated in this matter! Thank you in advance! Hal Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted June 11, 2018 at 08:14 PM Report Share Posted June 11, 2018 at 08:14 PM Does the board set the limits for this suspension or is the limit provided for in the bylaws? Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 11, 2018 at 08:16 PM Author Report Share Posted June 11, 2018 at 08:16 PM Sir, The actual discipline (suspension / duration or expulsion) is set / decided exclusively by the board. It is not addressed in any way in the bylaws. Thank you! Hal Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 11, 2018 at 08:19 PM Report Share Posted June 11, 2018 at 08:19 PM Others may disagree, but I believe that as long as the suspension is still in force, it can be amended to shorten the period of suspension. Whether it can be rescinded is another question and I'm not sure of the answer because part of the suspension has already been carried out. An action already completed is normally something that cannot be undone. RONR says that an order of expulsion is final and that for an expelled member to become a member again he must go through the regular process of applying for membership. But, RONR doesn't specifically address whether a suspension can be shortened or rescinded. Question: Do your bylaws state that the Board has the sole or exclusive authority over suspensions? If not, I imagine the general membership could rescind the board's motion of suspension. We really need more information here. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 11, 2018 at 08:21 PM Report Share Posted June 11, 2018 at 08:21 PM 3 minutes ago, Hal9000 said: The actual discipline (suspension / duration or expulsion) is set / decided exclusively by the board. It is not addressed in any way in the bylaws. Then where does the board get the authority to order a suspension? What powers do the bylaws grant to the board between meetings of the membership? Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 11, 2018 at 08:27 PM Author Report Share Posted June 11, 2018 at 08:27 PM Greetings, The bylaws are sadly lacking in any guidance...Except for, perhaps, enough to confuse things! I agree that an action that has been completed cannot be "undone", but speculate that the body (Board of Directors) that made the decision, can probably modify it.(as in, change the six (6) moths to three (3) months. Or "time served", so to speak...) The bylaws state that the board has the right to suspend / expel, but does not use the phrase "sole" or "exclusive" right. I fear this isn't much help.... Hal Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 11, 2018 at 08:28 PM Author Report Share Posted June 11, 2018 at 08:28 PM 6 minutes ago, Richard Brown said: Then where does the board get the authority to order a suspension? What powers do the bylaws grant to the board between meetings of the membership? The Bylaws grant the board the authority to suspend / remove. However such action is not ratified by the membership. It is decided and enacted at the board level. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 11, 2018 at 08:36 PM Report Share Posted June 11, 2018 at 08:36 PM 6 minutes ago, Hal9000 said: The Bylaws grant the board the authority to suspend / remove. However such action is not ratified by the membership. It is decided and enacted at the board level. Can you quote the exact language from your bylaws that give the board the authority to suspend and remove members? Please quote the provision verbatim, don't paraphrase. Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 11, 2018 at 08:45 PM Author Report Share Posted June 11, 2018 at 08:45 PM 5 minutes ago, Richard Brown said: Can you quote the exact language from your bylaws that give the board the authority to suspend and remove members? Please quote the provision verbatim, don't paraphrase. Exact wording is: GOVERNING BOARD The Governing Board also reserves the right to suspend members for conduct unbecoming a member and a gentleman. It is interesting to note that there is no mention of expulsion...But that is a matter for another day (albeit one that desperately needs to be addressed...) Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 11, 2018 at 09:14 PM Report Share Posted June 11, 2018 at 09:14 PM 28 minutes ago, Hal9000 said: It is interesting to note that there is no mention of expulsion...But that is a matter for another day (albeit one that desperately needs to be addressed...) It's also interesting, although maybe too nit-picky, that boards have only the powers delegated to them - they don't write the bylaws, and they can't reserve a power they don't already have. But it is likely everyone knows what this means. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted June 12, 2018 at 12:45 PM Report Share Posted June 12, 2018 at 12:45 PM At this point I don't know why the board cannot amend the length of the suspension via the process spelled out on p. 305ff. It can't rescind the suspension since the act of suspending the member has been carried out but amending the unexecuted part (the length) seems proper. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 12, 2018 at 08:38 PM Report Share Posted June 12, 2018 at 08:38 PM 7 hours ago, George Mervosh said: amending the unexecuted part (the length) seems proper. I'm not a lawyer, but it seems to me that the concept of due process would say that amending the unexecuted part downwards (ie: shortening the suspension) would be proper but lengthening it would not. Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 13, 2018 at 03:17 PM Author Report Share Posted June 13, 2018 at 03:17 PM Gentlemen, Thank you all for your input on this matter! It has been a huge help in resolving this issue, so we can move along with other issues (Specifically, amending the By-Laws...) Thank you again! Hal Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 13, 2018 at 05:49 PM Report Share Posted June 13, 2018 at 05:49 PM (edited) On 6/11/2018 at 4:45 PM, Hal9000 said: Exact wording is: GOVERNING BOARD The Governing Board also reserves the right to suspend members for conduct unbecoming a member and a gentleman. It is interesting to note that there is no mention of expulsion...But that is a matter for another day (albeit one that desperately needs to be addressed...) If expulsion is not mentioned, then the board does not have that power, but the membership would have it, according to RONR. Presuming that the board properly imposed discipline, it cannot rescind what has already been carried out, but they can use the motion to Amend Something Previously Adopted to reduce the suspension length, essentially to "time served" as of this point. See RONR 11th Ed. §35. Edited June 13, 2018 at 05:51 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 14, 2018 at 03:15 PM Report Share Posted June 14, 2018 at 03:15 PM I agree with the others that suggest that a suspension would be subject to Amend Something Previously Adopted, at least to the extent of reducing the length of the suspension. There may be due process rights for the suspended member that preclude an extension of penalties. In other words, if a member is suspended for 12 months in March, it would be possible for the body that imposed the penalty to end the penalty in June. I would question if it would be possible to extend the penalty in June for a total 18 months, at least without going through additional disciplinary action. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 14, 2018 at 03:21 PM Report Share Posted June 14, 2018 at 03:21 PM I agree with J.J. that ASPA may not be used as an end-run around any of the protections afforded by the original discipline process. Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 14, 2018 at 03:55 PM Report Share Posted June 14, 2018 at 03:55 PM 32 minutes ago, Gary Novosielski said: I agree with J.J. that ASPA may not be used as an end-run around any of the protections afforded by the original discipline process. I thought that you would agree, but I didn't want anyone to reach that conclusion. Quote Link to comment Share on other sites More sharing options...
Hal9000 Posted June 22, 2018 at 09:10 PM Author Report Share Posted June 22, 2018 at 09:10 PM Thank you all for your input! It seems as though ASPA may be exactly what was needed in this instance! An additional question: If the "board" imposed the suspension...Would the "board" make a motion at a "board meeting" to amend their previous motion?? Again, Thank you! Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 22, 2018 at 09:55 PM Report Share Posted June 22, 2018 at 09:55 PM Yes, the same body that made the motion decides on Amending Something Previously Adopted; any member of the board can make the motion. Note that the vote required to ASPA is (a) 2/3 vote, or (b) a majority vote if notice of motion has been given, or (c) a vote of the majority of the entire membership (of the board). Quote Link to comment Share on other sites More sharing options...
Recommended Posts