Can a motion be made to vote on by general membership in a BOD governance setup?

[Guest PeacefulDove]

can a motion be made by general membership to vote on in the presence of a BOD governance?

the motion is to vote on firing an employee of the non profit who is felt to be ineffective at their role. 

there is also no contract for this employee and would this complicate such an undertaking?

if referral to the roberts rules is possible about this scenario that would be helpful.

please help!

thanks in advance.

[Chris Harrison]

Do the bylaws specify who is authorized to hire and fire employees?

[Guest Who's Coming to Dinner]

What does "in the presence of a BOD governance" mean? If you mean at a board meeting, general members have no right to attend or to participate without permission of the board according to Robert's. If you mean that there is a board in your organization which routinely handles employment decisions, then it depends on your bylaws; if they place such matters exclusively under the control of the board, then you may not intervene. Otherwise, the general members may instruct the board to hire or fire by adopting such a motion at a general meeting.

[Richard Brown]

I also am wondering what you mean by the phrase "in the presence of a BOD governance?". 

[Guest PeacefulDove]

21 hours ago, Chris Harrison said:

Do the bylaws specify who is authorized to hire and fire employees?

the bylaws state that a 2/3 vote of Chapter membership present at a meeting is needed to hire as well as to terminate an employee; either activity must be have a notice of the meeting given to members 14 days in advance.

Thank you for your question.hopefully this helps.

[Guest PeacefulDove]

2 minutes ago, Guest PeacefulDove said:

*Sorry, it is corrected below. Thanks.

the bylaws state that a 2/3 vote of Chapter membership present at a meeting is needed to hire as well as to terminate an employee; either activity must have a notice of the meeting given to members 14 days in advance.

Thank you for your question.hopefully this helps.

 

[Guest PeacefulDove]

13 hours ago, Richard Brown said:

I also am wondering what you mean by the phrase "in the presence of a BOD governance?". 

the leadership structure is a BOD format in this situation, not a team structure. hope this answers your question. Thanks.

[Hieu H. Huynh]

If the bylaws state that a 2/3 vote of Chapter membership present at a meeting is needed to hire as well as to terminate an employee, then that could be done in accordance with the bylaws.

[Richard Brown]

Based on the quoted bylaw provisions, it appears to me that the general membership does indeed have the right to hire and fire employees.

More problematic is the vote required to do so. The provision uses non-standard language and it is therefore impossible for me to know weather the bylaws are intended to require the "vote of two-thirds of the members present" or "a two-thirds vote of the members present". Those two Provisions do not necessarily mean the same thing. 

The first wording I used, "a vote of two-thirds of the members present", means just what it says and requires that two-thirds of those members present at a meeting must vote Yes in order to adopt a motion to hire or fire an employee.

However, the second provision, "a two-thirds vote of the members present" is ambiguous. It could mean a regular 2/3 vote, which would be 2/3 of the votes cast, excluding blanks and abstentions. But, it could also be interpreted to mean the same thing as the other provision, namely, the vote of two-thirds of the members present.

It is up to the membership to interpret that provision and to decide what it means. See Pages 400 - 404 for more information on the different vote requirements and the difference that's such a minor change in language can cause.

Edited October 27, 2018 at 11:53 PM by Richard Brown
Typographical correction

[Guest PeacefulDove]

20 hours ago, Guest Who's Coming to Dinner said:

What does "in the presence of a BOD governance" mean? If you mean at a board meeting, general members have no right to attend or to participate without permission of the board according to Robert's. If you mean that there is a board in your organization which routinely handles employment decisions, then it depends on your bylaws; if they place such matters exclusively under the control of the board, then you may not intervene. Otherwise, the general members may instruct the board to hire or fire by adopting such a motion at a general meeting.

All that was meant was general format of governance is in a BOD format.

The BOD does invite membership to attend the monthly meeting but the BOD requests notification of intent to attend be given by the member to their assigned BOD pal/comrade.

2/3 of membership must vote to hire or terminate the employee with notice in a meeting that is 2 weeks in advance.hope this helps.

We typically only have an annual meeting for all members.

How can members announce they want to have a general membership meeting in response to recent changes in the non profit?

Thanks again!

[Guest Who's Coming to Dinner]

If your bylaws provide for a single, annual meeting of the general members, then you can hold a special meeting according to whatever mechanism the bylaws provide. If there is no such provision, then you will not be able to convene until the next annual meeting.

[Richard Brown]

10 minutes ago, Guest PeacefulDove said:

2/3 of membership must vote to hire or terminate the employee with notice in a meeting that is 2 weeks in advance.hope this helps.

That's not what the bylaw provision that you quoted says. It says a "two-thirds vote of chapter membership present". That is a far different requirement than requiring a vote of two-thirds of the entire membership. Words are important here, and a very minor change in wording can make a huge difference in what vote is required.

[Guest PeacefulDove]

36 minutes ago, Richard Brown said:

Based on the quoted bylaw provisions, it appears to me that the general membership does indeed have the right to hire and fire employees.

More problematic is the vote required to do so. The provision uses non-standard language and it is therefore impossible for me to know weather the bylaws are intended to require the "vote of two-thirds of the members present" or "a two-thirds vote of the members present". Those two Provisions do not necessarily mean the same thing. 

The first wording I used, "a vote of two-thirds of the members present", means just what it says and requires that two-thirds of those members present at a meeting must vote Yes in order to adopt a motion to hire or fire an employee.

However, the second provision, "a two-thirds vote of the members present" is ambiguous. It could mean a regular 2/3 vote, which would be 2/3 of the votes cast, excluding blanks and abstentions. But, it could also be interpreted to mean the same thing as the other provision, namely, the vote of two-thirds of the members present.

It is up to the membership to interpret that provision and to decide what it means. See Pages 400 - 404 for more information on the different vote requirements and the difference that's such a minor change in language can cause.

The actual provision in our Bylaws reads as: The employee's contract shall be terminated by two-thirds (2/3) vote of the Chapter Membership present at a meeting called for that purpose. Notice of the meeting shall be provided to all members at least fourteen days in advance. hope this clarifies the situation.

what complicates the scenario is the employee never signed a contract after being an employee solely based on a verbal agreement from 10 years ago. how how should members proceed? should the members make a motion for a general meeting to discuss the termination ?

The Bylaws actually state:

-The terms of the employees contract should be negotiated between the employee and the board.

-The board shall present a contract to the membership for acceptance or rejection at a meeting for that purpose. Both notice of the meeting and the contract itself should be provided to the membership at least 14 days in advance.

-The contract should be accepted or rejected by 2/3 vote of the chapter members present.

-If accepted the Board shall offer the contract to The employee.

-The contract should be terminated by a 2/3 vote of the chapter membership present at a meeting called for that purpose. Notice of that meeting shall be provided to all members at least 14 days in advance.

-The employee’s contract should be on file with the bylaws and rules chair and secretary.

let me know what you think about this. Thanks again.

 

 

 

 

[Guest PeacefulDove]

1 hour ago, Hieu H. Huynh said:

If the bylaws state that a 2/3 vote of Chapter membership present at a meeting is needed to hire as well as to terminate an employee, then that could be done in accordance with the bylaws.

there is only every one annual meeting for members, it has passed this last march.

what suggestions do you have for a members to request a general meeting now?

[Hieu H. Huynh]

The members could meet in accordance with the rules in your bylaws.

[Guest PeacefulDove]

45 minutes ago, Richard Brown said:

That's not what the bylaw provision that you quoted says. It says a "two-thirds vote of chapter membership present". That is a far different requirement than requiring a vote of two-thirds of the entire membership. Words are important here, and a very minor change in wording can make a huge difference in what vote is required.

you are correct. forgive me, i didn't have the bylaws in hand at that moment earlier. Also, I did not write these bylaws, so I do not know them by verbatim. I apologize again.

[Guest Who's Coming to Dinner]

1 hour ago, Guest PeacefulDove said:

The actual provision in our Bylaws reads as: The employee's contract shall be terminated by two-thirds (2/3) vote of the Chapter Membership present at a meeting called for that purpose. Notice of the meeting shall be provided to all members at least fourteen days in advance. hope this clarifies the situation.

If this "Chapter Membership" is the general membership we have been talking about, then your bylaws provide for a special meeting for this particular purpose. In my opinion, a "two-thirds vote of the members present" means an ordinary vote in which abstentions do not count; "a vote of two-thirds of the members present" would cause abstentions to count as "no" votes. This is a point of interpretation which is up to the assembled members to decide.

[Atul Kapur]

You should probably get a legal opinion on whether the fact that the employee and employer did not sign a contract changes anything about how the bylaws apply.

Your bylaws mention a meeting called for the purpose of terminating an employee:

4 hours ago, Guest PeacefulDove said:

The contract should be terminated by a 2/3 vote of the chapter membership present at a meeting called for that purpose. Notice of that meeting shall be provided to all members at least 14 days in advance.

Somewhere in your bylaws it should say who has the authority to call this meeting (I suggest that you check the Article on Meetings and the Article on Officers first). That person or group / board calls the meeting.

As for the denominator for the 2/3 voting threshold, it could be all members present at that particular meeting (my interpretation) or those members present and voting at that meeting. The latter is the default in RONR if the bylaws do not state otherwise; your bylaws, by adding the words "present at a meeting" have created an ambiguity. Only your assembly can decide on which interpretation is correct (ie: my opinion is meaningless, even though it's correct). It would be best to resolve this before you hold the vote on terminating the employee. Important: You should include this item of business in the notice to members of this meeting. At a called meeting (known in RONR as a  "special meeting"), the only items of business you can transact are those ones where you have given members notice.