Removing an Elected Officer before being Sworn In

[BellaMarie]

Our nominations are held in November and elections in December.  A member was Elected to a Trustee position.  Our bylaws state "All newly elected officers shall take the following Oath of Office before the Regular Members at the January Regular Membership monthly meeting:  "I do hereby pledge..."  Between the time the member was Elected and Sworn in, the member was written up and suspended for a period of 30-days, not allowing the elected member to take the Oath of Office at the January meeting.  At the January meeting, the Officers informed the membership of their decision to remove this person from office for two reasons - one because they couldn't take the Oath of Office in January, and the other because the person is no longer a member in good standing.  *See Below*

The argument at the meeting was that the person was a member in good standing at the time of their nomination and election (our bylaws state that the member must not be under ongoing suspension or disciplinary action in order to be nominated for office) and that just because they are suspended and cannot attend the January meeting, nothing precludes this person from being sworn in at the February meeting (what if someone was on vacation and wouldn't be able to attend, etc.).  

*Membership Rights: 

A member in good standing must be current with all Club fees and dues and not be under ongoing suspension for disciplinary reasons.  

A regular member in good standing shall have all the rights of a social member plus the right to attend all regular meetings, nominate officers, vote, be a candidate for office (if other requirements are met**), express opinions on all subjects before the Club, and to participate in all other regular membership activities in a responsible and honest manner.

**the other requirements are they must attend four (4) regular meetings.

MY QUESTION:  Does the board have the right to remove this person from office for the reasons they are citing?  Of note, they have already decided to appointment another member to replace this person with another person who lost in the recent election.

[Chris Harrison]

It is up to you all to interpret your Bylaws.  To help with that the first question you need to ask is if the Board has the authority (under the Bylaws-not just because they say they do) to remove officers in the first place?  If they do then the second question is who do the Bylaws specify is authorized to amend them?  That body is the one who would decide whether the elected officer losing "good standing" after election and prior to being sworn in disqualifies him from office.  Also, is being sworn in merely a ceremonial action and this person actually took office prior to the January meeting?  Those details should be located in the Bylaws.

[BellaMarie]

Unfortunately, the Board (or two select members) chose to interpret the Bylaws on their own.  Nowhere in our Bylaws does it indicate the Board has the right to remove anyone from office.  There is an impeachment process, but the person that is suspended currently does not fit under any of the reasons listed for impeachment.  The Regular Membership votes and approves all Bylaw amendments.  In the past there have been others elected to office who were not able to be sworn in at the January meeting and then were sworn in at the February meeting.  

[Josh Martin]

1 hour ago, BellaMarie said:

Unfortunately, the Board (or two select members) chose to interpret the Bylaws on their own.  Nowhere in our Bylaws does it indicate the Board has the right to remove anyone from office.  There is an impeachment process, but the person that is suspended currently does not fit under any of the reasons listed for impeachment.  The Regular Membership votes and approves all Bylaw amendments.  In the past there have been others elected to office who were not able to be sworn in at the January meeting and then were sworn in at the February meeting.  

Based on all of these facts, I would conclude that, even if the board is correct that the board member is ineligible (which appears to be disputed), the board does not have the authority to remove this person. Only the membership has this authority. Additionally, you say that the board is not granted any other power to remove board members.

“Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute.” (RONR, 11th ed., pg. 446)

Therefore, at the next regular meeting of the membership, or at a special meeting called for the purpose, a member should raise a Point of Order, followed by an Appeal if necessary (which places the question in the hands of the membership), that the board’s action to remove this person, and the subsequent election for his replacement, are null and void on the grounds that the board lacks these powers and that their actions conflict with the membership’s election of this person. 

After that is settled, the membership itself may determine the issue of the member’s eligibility for service on the board, if it wishes to do so, through a Point of Order, followed by an Appeal if necessary. In this regard, I concur with you that the issue of the oath of office is entirely irrelevant to this question.

“An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office.” (RONR, 11th ed., pg. 444)

The next question to look at, then, is when exactly do to the board members take office, according to your bylaws. It seems to me that this fact, along with a careful reading of the rules pertaining to good standing and eligibility for office, will be key in interpreting this question.

Edited January 26, 2019 at 05:22 PM by Josh Martin

[BellaMarie]

Thank you both for your responses.  A motion was made and passed at the January meeting (I can't remember the exact wording) for the Board to go back and reconsider their decision (either back it up with facts or reverse their decision, preferably reverse their decision).  A second motion came in before the first one was acted on to reverse the Board's decision, but we had to obviously act on the first motion, which passed.  I believe if the Board does not reverse their decision, the membership will overturn it at the next meeting.  I serve on our Bylaws committee and have for several years so feel that I know our bylaws pretty well, am just "disturbed" by the fact that this group of officers, who defer the smallest of things to the bylaws committee for interpretation and recommendations, did not consult with the committee and chose to interpret or pull a word or two from a whole section.  The bylaws committee has discussed this issue and felt that the Board wrongfully dismissed her from Office, I just wanted further interpretation to support our conclusion.  Again, thank you for your timely responses!