Member in Good Standing

[Gary D]

Last week a Special Board Meeting was called for the purpose of "Discussing the future direction of the association".  We are a non-profit.  It was a surprise when we showed up that the sole purpose was to declare the President and Vice President of the Board as members Not in Good Standing so they could be removed from the board.  Should the agenda item have clearly stated the purpose of the meeting?  And, what exactly does a Member in Good Standing mean?  We have no definition in our Bylaws.

Thank you.

[Atul Kapur]

I don't think that the notice was specific enough to do that. In fact, by using the word "discussing" it likely precluded your organization from voting on anything at that meeting: the notice only said you would discuss things, not take any action.

"Notice...of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up..." (RONR 11^th ed, p. 91, ll. 31-34)

[Gary D]

This is the first time I've used the Q&A forum.  I now realize I should have been very specific.  The actual agenda said "Topic:  Future direction and discssion of AACSC"

Does this change your position?  Also, I realize discussion is spelled incorrectly, but I cut and pasted from the actual meeting notice.

[Joshua Katz]

What do your bylaws say, if anything, about removal from the board? If nothing, what do they say about the term of office? Finally, what do they say about special meetings? Unless special meetings are authorized in your bylaws, you can't have them at all. 

I agree with Mr. Kapur that, even if all that checks out, the notice was insufficient. "Future direction and discussion" simply is not removal from office. I'm not sure if the exact phrasing prevented any business from taking place, but I think it probably did simply because any motion that could conceivably be about the future direction would be one that also falls outside the notice. This notice looks, to me, a lot like an effort to soft-pedal, which is the opposite of giving notice of your intentions. The reason special meetings are limited to the items in the notice is to enable people to decide, intelligently, if they need to attend. This notice fails to do that.

[Richard Brown]

8 hours ago, Gary D said:

what exactly does a Member in Good Standing mean?  We have no definition in our Bylaws.

The footnote on page 6 of RONR explains a "member in good standing" as follows:

"Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see pp. 406, 571–72). If only some of an individual's rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)"

Note:  That language is new in the 11th edition of RONR.  Previous editions did not define the term .

I agree with the comments by my colleagues as to what happened at the meeting, whether the notice was sufficient, etc.  In order for us to more fully and accurately answer your questions about what happened, we really need to know the answers to the questions Mr. Katz asked.  Those questions are very important.  Please quote exactly, verbatim... without paraphrasing... what your bylaws say about those issues.  As to terms of office, be sure to include any language which might refer to officers serving until their successors are elected.   Again, please quote exactly. 

 

[Gary Novosielski]

2 hours ago, Gary D said:

This is the first time I've used the Q&A forum.  I now realize I should have been very specific.  The actual agenda said "Topic:  Future direction and discssion of AACSC"

 

Does this change your position?  Also, I realize discussion is spelled incorrectly, but I cut and pasted from the actual meeting notice.

I don't believe this wording could possibly qualify as "clearly and specifically describing the subject matter" to be dealt with. A reasonable person would not expect a discssion [sic] of future direction of the society to include extreme disciplinary action including removal of officers.  This language was clearly intended to disguise, rather than disclose, the purpose of the meeting, and should render any decisions made at that meeting null and void.

[Gary D]

3 hours ago, Joshua Katz said:

What do your bylaws say, if anything, about removal from the board? If nothing, what do they say about the term of office? Finally, what do they say about special meetings? Unless special meetings are authorized in your bylaws, you can't have them at all. 

I agree with Mr. Kapur that, even if all that checks out, the notice was insufficient. "Future direction and discussion" simply is not removal from office. I'm not sure if the exact phrasing prevented any business from taking place, but I think it probably did simply because any motion that could conceivably be about the future direction would be one that also falls outside the notice. This notice looks, to me, a lot like an effort to soft-pedal, which is the opposite of giving notice of your intentions. The reason special meetings are limited to the items in the notice is to enable people to decide, intelligently, if they need to attend. This notice fails to do that.

I am responding to Mr. Katz's questions.  Thank you very much for your comments.

1.  There is nothing in the bylaws regarding removal from the board.

2. Term of Office:  The elected officers shall serve for one (1) year or until their successors have been elected and installed. A partial term does not count towards the limitation of one (1) consecutive term.

3. Special membership and board meetings may be called by the president or by written request of not less than seven (7) members of the board, or by the vote of a majority of the board present and voting at any regular or special meeting.  

[Joshua Katz]

19 minutes ago, Gary D said:

2. Term of Office:  The elected officers shall serve for one (1) year or until their successors have been elected and installed. A partial term does not count towards the limitation of one (1) consecutive term.

 

 

The "until their successors..." language permits removal from office upon a motion, rather than through a disciplinary process. Notice is required. However, that motion must be adopted by the assembly which elects them, presumably the membership. Thus, it seems to me that it is out of order to try to remove officers at a board meeting, unless the board elects itself, notice aside.

20 minutes ago, Gary D said:

3. Special membership and board meetings may be called by the president or by written request of not less than seven (7) members of the board, or by the vote of a majority of the board present and voting at any regular or special meeting.  

This was, presumably, a special board meeting. Was it properly called? (Not that it really matters since there was no notice of the action, and, it seems, the action was out of order to begin with.)

[Gary D]

Well, it depends on your definition of properly called.  One board member sent an email to staff stating that seven members of the board would like to have a Special Board Meeting.  Actually, they called it an Emergency Board Meeting, but we have no such thing in our bylaws.  They did not submit 7 written requests, just one request stating that 7 members (and listing their names in the text of the email) wanted to call the meeting.

[Joshua Katz]

21 minutes ago, Gary D said:

Well, it depends on your definition of properly called.

Not exactly - since it's a matter of bylaw interpretation, it depends on your organization's definition of properly called, not my definition. But, in my opinion, it's an academic point due to the other issues noted.

[jstackpo]

3 hours ago, Joshua Katz said:

The "until their successors..." language permits removal from office upon a motion, rather than through a disciplinary process. Notice is required. [Emphasis added] However, that motion must be adopted by the assembly which elects them, presumably the membership. Thus, it seems to me that it is out of order to try to remove officers at a board meeting, unless the board elects itself, notice aside.

Not exactly.  A notice is required only if you want the vote to remove to be adoptable by a majority vote.  With no notice a 2/3 vote (or vote of the entire membership) is sufficient. Page 574.