The Chair's term is up - but he won't step aside.

[Guest Patti K.]

I am on a non-profit board that has a Chair, Treasurer, and Secretary as it's officers (plus 8 other members).

We are the local group of a larger organization.  Our bank account uses the EIN of the umbrella organization that we are under, so we do not have our own Articles of Incorporation.  The umbrella organization's documents do not specify how we are to organize/manage.  That is up to us.  The groups governing document are called the "Group Guidelines".  They contain just about everything you'd find in Bylaws, just not in as formal an outline.  They were put in place 10+ years ago.

I have been extremely concerned with the operations of this group since joining 2 years ago.  The Chair justifies doing things his way, rather than following the Group Guidelines. 
A few examples: 
1.  Most Board meetings were conducted without the quorum outlined in the Guidelines.
2.  Votes by the larger group were done in a completely different manner than outlined in the Group Guidelines.
3.  During this time we were without a secretary for probably a year.  Although he had a 'friend' take "notes', there was never an agenda or minutes produced (his excuse, was because there was no secretary).  Nothing was taken to the larger group that we govern, either, to replace the secretary until very recently.  Even then, no agenda has been sent out prior to our last 2 meetings (though she tried, and he was non cooperative).   
4.  The Treasurer, didn't want to do the job.  The Chair, was covering for him.  He never let the group know there was an issue.  He was collecting the moneys, depositing, paying bills, and producing reports - not the elected Treasurer.  The reports he produced were inaccurate - indicating what "should have been done" vs. what was actually being done.  It finally got called out by a group member at large, an audit called, and a new Treasurer put in place (me) to fix it.  

Despite a continued attempt on my part to draw the groups' attention back to our governing document over the last year, the Chair refused and continued to do things his way.  I know, volunteer Boards, not always good .... as volunteers, most are not really familiar with how groups are supposed to operate ..... and in our case, they deferred to the Chair.  

The good news is, the Chair's term was up in April.  The bad news is, he has refused to step aside.   Not only that, he has refused any discussion of the topic.  He also removed his position from a recent announcement of all open Board positions to the larger group (there are 3 that were up in April).  He told another member he intended to stay in that role until I was available to do it (although, he never spoke to me, nor am I interested).  

I know enough of Robert's Rules in a general manner, but don't want to speak incorrectly ... and intend to push this to resolution.  Thus, I want to make sure I am accurate in my understanding of what should happen.  This group is definitely operating unethically, and what I believe to be illegally.  As Treasurer, I am culpable here ... and imagine I would be even more impacted by any potential legal actions.  Thus, I really need to find a way to get this corrected.  That means finding a way to address the wishy washy board members that don't want to engage in a conflict with the Chair.  

My Questions:

1.  Since his term was up in April, and there is no provision for extending that in the Group's Guidelines, and there has been no vote to keep him on, I believe he is technically/legally no longer the Chair.  Am I correct?  (There are 2 other elected positions that were also up in April that have not been addressed/filled that this extends to). 

2.  If this is the case - who is in charge in his absence.  Is it the Secretary or the Treasurer that assumes the responsibility (since there is no VP) ?

3.  If this is not the case - what needs to be done to remove him?

4.  Our Guidelines state that any group member can request a special meeting.  There have been many such requests recently, by many people, however, he refuses to call the meeting.  Do we need him to do this?  Who should call?

 

Any other insight would be greatly appreciated!!

 

 

 

 

 

 

[Chris Harrison]

34 minutes ago, Guest Patti K. said:

1.  Since his term was up in April, and there is no provision for extending that in the Group's Guidelines, and there has been no vote to keep him on, I believe he is technically/legally no longer the Chair.  Am I correct?  (There are 2 other elected positions that were also up in April that have not been addressed/filled that this extends to).

Can you give us the EXACT language in the Group's Guidelines defining the term of office for the Chair?

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2.  If this is the case - who is in charge in his absence.  Is it the Secretary or the Treasurer that assumes the responsibility (since there is no VP) ?

The Secretary would call the meeting to order and preside over the election of a Chair pro tem (RONR pp. 452-453).

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3.  If this is not the case - what needs to be done to remove him?

Elect a new Chair.

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4.  Our Guidelines state that any group member can request a special meeting.  There have been many such requests recently, by many people, however, he refuses to call the meeting.  Do we need him to do this?  Who should call?

Unless the Guidelines specify the Chair has a part in calling a Special Meeting just do what the Guidelines require for calling one.  Hold that meeting no matter what the Chair says and if he shows up...good...and if he doesn't show up...then elect the Chair pro tem and do what you need to do.  Also, you might want to consider contacting the larger organization to let them know what is going on.  Maybe they can advise you how to best proceed or they have some form of leverage to pry him out of the office he no longer holds with as little chaos as possible.

Edited August 26, 2018 at 12:29 PM by Chris Harrison

[PattiLKelly]

9 minutes ago, Chris Harrison said:

Can you give us the EXACT language in the Group's Guidelines defining the term of office for the Chair?

The Secretary would call the meeting to order and preside over the election of a Chair pro tem (RONR pp. 452-453).

Elect a new Chair.

Unless the Guidelines specify the Chair has a part in calling a Special Meeting just do what the Guidelines require for calling one.  Hold that meeting no matter what the Chair says and if he shows up...good...and if he doesn't show up...then elect the Chair pro tem and do what you need to do.  Also, you might want to consider contacting the larger organization to let them know what is going on.  Maybe they can advise you how to best proceed or they have some form of leverage to pry him out of the office he no longer holds with as little chaos as possible.

• This is from our Guidelines document on Terms of Service.  There is nothing specific to the term of the Chair.
• Also of note, there are no alternates for any of the positions to slide in and take over, and have not been since I've been around.  When I've asked, I've been dismissed.... 
• The "Group Conscience" is that the larger group that we govern is called.  Once again, there is a process in the Guidelines that define how those votes are to take place, and that process also is not being followed.

[Joshua Katz]

Well, it says two-year term... An object lesson, perhaps, in why "oh, we're all friends here, we can write simple rules that we all understand" doesn't work a few years or decades later. In any event, I largely agree with the previous responses, but I'm not confident about the way the organization is governed. I'm not confident, in particular, that the "guidelines" are functionally bylaws. Were they adopted as such? The word "guideline" does not suggest mandatory.

Regardless, you don't need a rule in the bylaws to say that officers may not simply refuse to conduct elections when regularly scheduled (or, if not, when specially scheduled) because they've unilaterally decided to stay in office. That's how third-world countries are run. What you do need, and may or may not have, is a membership willing to stand up to the offending officer and say "nope, we're voting now, please have a seat." Of course, if you don't have that, there's not much point in an election anyway, other than the precedent.

Why do your guidelines refer to your parent organization electing your officers? I think I'm missing something in how your elections work.

Anyway, one thing that troubles me is that alternates are specifically given term limits, but officers are not. The "guidelines" are a mess.

If this group is responsible for significant assets, you should hire a professional parliamentarian, as the problems here seem beyond what this forum can assist with.

[PattiLKelly]

20 minutes ago, Joshua Katz said:

Well, it says two-year term... An object lesson, perhaps, in why "oh, we're all friends here, we can write simple rules that we all understand" doesn't work a few years or decades later. In any event, I largely agree with the previous responses, but I'm not confident about the way the organization is governed. I'm not confident, in particular, that the "guidelines" are functionally bylaws. Were they adopted as such? The word "guideline" does not suggest mandatory.

Regardless, you don't need a rule in the bylaws to say that officers may not simply refuse to conduct elections when regularly scheduled (or, if not, when specially scheduled) because they've unilaterally decided to stay in office. That's how third-world countries are run. What you do need, and may or may not have, is a membership willing to stand up to the offending officer and say "nope, we're voting now, please have a seat." Of course, if you don't have that, there's not much point in an election anyway, other than the precedent.

Why do your guidelines refer to your parent organization electing your officers? I think I'm missing something in how your elections work.

Anyway, one thing that troubles me is that alternates are specifically given term limits, but officers are not. The "guidelines" are a mess.

If this group is responsible for significant assets, you should hire a professional parliamentarian, as the problems here seem beyond what this forum can assist with.

I'm sorry - I know the language is a little confusing, and I probably wasn't as clear as I could be.   This stuff has been largely handed down from many layers of organization for us to go by - while at the same time, we are to be 'autonomous' and self governing.  It is not the the parent organization that elects - it's the group that we govern that is considered the electing party.  I don't know why they called them "Guidelines" vs. "Bylaws".  But, they were adopted by the organization that we govern when they were originally written.  So, they are in fact the governing document, even if more loosely written.  Since we are not incorporated on our own, I imagine somebody didn't feel the need to be 'formal' and instead tried to use 'friendly' language, as you point out, not a good idea!

As a point of clarification, all board members do have a 2 year term.  Regulars and Alternates (if there were alternates) alike.  Apparently the thought was the alternate would come on at the 1 year point, so that he/she would then take over when the regular person's term was up.

 

[Joshua Katz]

3 minutes ago, PattiLKelly said:

I'm sorry - I know the language is a little confusing, and I probably wasn't as clear as I could be. 

Somehow, in this instance, I think the fault lies not within ourselves, but in the guidelines, dear Brutus.

3 minutes ago, PattiLKelly said:

 This stuff has been largely handed down from many layers of organization for us to go by - while at the same time, we are to be 'autonomous' and self governing.

As I suspected. Those are fine-sounding terms, but often in terms of bylaws they mean confusing.

4 minutes ago, PattiLKelly said:

It is not the the parent organization that elects - it's the group that we govern that is considered the electing party.

Okay, here's what confuses me:

45 minutes ago, PattiLKelly said:

The "Group Conscience" is that the larger group that we govern is called. 

So does "larger" here just mean larger than the board, i.e. the local group?

 

5 minutes ago, PattiLKelly said:

But, they were adopted by the organization that we govern when they were originally written. 

Were they adopted as bylaws? (A great illustration of the value of proper minutes) - how do the minutes phrase the motion to adopt them?

5 minutes ago, PattiLKelly said:

I don't know why they called them "Guidelines" vs. "Bylaws". 

Usually organizations use that term to indicate something less than full adoption as governing documents. Yours may not, but often it's the case, and it almost always leads to confusing and fighting later.

6 minutes ago, PattiLKelly said:

Since we are not incorporated on our own, I imagine somebody didn't feel the need to be 'formal' and instead tried to use 'friendly' language, as you point out, not a good idea!

Well, nothing wrong with friendly language per say, but often when people try to write "friendly" bylaws, they end up not saying what needs to be said.

 

7 minutes ago, PattiLKelly said:

As a point of clarification, all board members do have a 2 year term. 

Where is that written? The snippet you provided certainly suggests it ("two-year commitment") but doesn't say explicitly that they are out after 2 years, the way it does for alternates. Does it say it somewhere else?

[Josh Martin]

3 hours ago, Guest Patti K. said:

1.  Since his term was up in April, and there is no provision for extending that in the Group's Guidelines, and there has been no vote to keep him on, I believe he is technically/legally no longer the Chair.  Am I correct?  (There are 2 other elected positions that were also up in April that have not been addressed/filled that this extends to). 

Correct. Since your bylaws do not include a provision that officers shall serve until their successors are elected, but instead provide only for a fixed term of two years, the Chair is no longer in office if his term expired in April.

3 hours ago, Guest Patti K. said:

2.  If this is the case - who is in charge in his absence.  Is it the Secretary or the Treasurer that assumes the responsibility (since there is no VP) ?

The Secretary would call meetings to order and preside over an election for a Chairman Pro Tempore at each meeting. No one would assume any authority the Chair had outside of presiding at meetings (if your rules grant any such authority).

3 hours ago, Guest Patti K. said:

3.  If this is not the case - what needs to be done to remove him?

This does not appear to be applicable as the Chair is no longer in office.

3 hours ago, Guest Patti K. said:

4.  Our Guidelines state that any group member can request a special meeting.  There have been many such requests recently, by many people, however, he refuses to call the meeting.  Do we need him to do this?  Who should call?

I don’t know. What exactly do your guidelines say on this subject? (Of course, if his term has expired he probably can’t call meetings anyway.)

2 hours ago, Joshua Katz said:

Well, it says two-year term... An object lesson, perhaps, in why "oh, we're all friends here, we can write simple rules that we all understand" doesn't work a few years or decades later. In any event, I largely agree with the previous responses, but I'm not confident about the way the organization is governed. I'm not confident, in particular, that the "guidelines" are functionally bylaws. Were they adopted as such? The word "guideline" does not suggest mandatory.

The sort of rules contained within these guidelines (such as the officers of the organization) certainly seems to suggest that they are in the nature of bylaws, and I think that is more important than the name of the document.

“The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular
organization may describe it—which: 

1) should have essentially the same form and content whether or not the society is incorporated (except for the omission or inclusion of articles on the name and object as noted below); 

2) defines the primary characteristics of the organization—in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one; 

3) prescribes how the society functions; and 

4) includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions, or clauses in the nature of rules of order as described on p. 17, ll. 22–25; see also pp. 263–65, 580–82).” (RONR, 11th ed., pgs. 12-13)

2 hours ago, Joshua Katz said:

Usually organizations use that term to indicate something less than full adoption as governing documents. Yours may not, but often it's the case, and it almost always leads to confusing and fighting later.

Yes, but usually those organizations already have governing documents, and “guidelines” usually do not contain such items as defining the society’s officers and board.

2 hours ago, Joshua Katz said:

Where is that written? The snippet you provided certainly suggests it ("two-year commitment") but doesn't say explicitly that they are out after 2 years, the way it does for alternates. Does it say it somewhere else?

You think there is another reasonable interpretation of the rule “Serving on the Stonecrest Steering Committee is a two-year commitment” other than providing for a two-year term?

Edited August 26, 2018 at 03:51 PM by Josh Martin

[PattiLKelly]

2 hours ago, Joshua Katz said:

group

This is a support group organization.  There are a couple of hundred members.  The board (we call it our Steering Committee), is in place for oversight of the good of the group.  Since the SC is supposed to act in a manner that's best for the group, they often refer to the entire groups desire, as the "Group Conscience".  

[PattiLKelly]

2 hours ago, Joshua Katz said:

Were they adopted as bylaws? (A great illustration of the value of proper minutes) - how do the minutes phrase the motion to adopt them?

I do not know.  I was not around at that time.  There's nothing in the document about the adoption of them.  Very vague.  And, yes, once again - minutes would be nice, but, nobody has been able to produce them.

[Joshua Katz]

3 hours ago, Josh Martin said:

The sort of rules contained within these guidelines (such as the officers of the organization) certainly seems to suggest that they are in the nature of bylaws, and I think that is more important than the name of the document.

 

The name is one thing. But if they have no record of their adoption by the threshold needed to adopt bylaws (and no record at all of the motion, which very well might have been "to adopt these as advisory" for all we know), and they've had a practice of following them being helpful but not mandatory, and then you add in that they are guidelines...

3 hours ago, Josh Martin said:

You think there is another reasonable interpretation of the rule “Serving on the Stonecrest Steering Committee is a two-year commitment” other than providing for a two-year term?

I can't think of a reasonable explanation for why alternates are singled out as having a term, other than the other positions not having the same term. And sure, a reasonable interpretation is that people must (should?) serve for at least two years, i.e. be committed for that time.

[Richard Brown]

4 hours ago, PattiLKelly said:

I do not know.  I was not around at that time.  There's nothing in the document about the adoption of them.  Very vague.  And, yes, once again - minutes would be nice, but, nobody has been able to produce them.

I think it is ultimately going to be up to this organization to decide for itself, possibly through someone raising a point of order and an appeal, weather these "guidelines" are in fact bylaws and have been properly adopted. Such an appeal would be decided by a majority vote.

Edited August 26, 2018 at 08:02 PM by Richard Brown
Added last sentence and another word or two

[PattiLKelly]

Thank you everybody for your insight.  You have been very helpful, and I appreciate you taking the time!

 

[Richard Brown]

If the society should decide that these are guidelines rather than by-laws, I suggest that the society go about adopting a set of bylaws forthwith.

[Joshua Katz]

8 minutes ago, Richard Brown said:

If the society should decide that these are guidelines rather than by-laws, I suggest that the society go about adopting a set of bylaws forthwith.

I agree.