Do you get a vote when motion to be removed?

[Guest CJ Webb]

When a motion is made to remove a director off of a board, does the director get a vote in deciding their own fate?

Separate but similar question.  If a special meeting is help about this director and he is not in attendance, is a motion/vote possible with him not being included?

There is absolutely nothing written about this in our By-Laws in regards to a vote, disciplinary actions, removal process or anything else. 
Unfortunately there is nothing in our by-laws to revert back to. 

[Joshua Katz]

If there is nothing in your bylaws, it seems to me that the board cannot remove its own members.

[Josh Martin]

19 minutes ago, Guest CJ Webb said:

When a motion is made to remove a director off of a board, does the director get a vote in deciding their own fate?

Separate but similar question.  If a special meeting is help about this director and he is not in attendance, is a motion/vote possible with him not being included?

There is absolutely nothing written about this in our By-Laws in regards to a vote, disciplinary actions, removal process or anything else. 
Unfortunately there is nothing in our by-laws to revert back to. 

How are the directors elected? What is the exact wording the bylaws use to describe the term of office for directors?

[Guest CJ Webb]

This is all that is written.  Nothing about electing, but are currently elected by the members at our AGM. 

 

Each director shall have one vote and such voting may not be done by proxy. In the event of a tie vote, the commission/president shall cast the deciding vote, if present; otherwise such matter shall be tabled until the next scheduled or special meeting of the Board of Directors. 

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. 

Vacancies in the said Board of Directors may be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year. 

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interest of the organization, for this hearing. 

[jstackpo]

1 hour ago, Guest CJ Webb said:

There is absolutely nothing written about this in our By-Laws in regards to a vote, disciplinary actions, removal process or anything else. 
Unfortunately there is nothing in our by-laws to revert back to. 

Eh?

21 minutes ago, Guest CJ Webb said:

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interest of the organization, for this hearing. 

Assuming the second quote is from your (CJ's) bylaws, that doesn't look like "nothing written". 

Since you  have some "removal" rules, the question of the director getting to vote on his/her own removal is a rule for you to decide upon.

[Guest CJ Webb]

4 minutes ago, jstackpo said:

Eh?

Assuming the second quote is from your (CJ's) bylaws, that doesn't look like "nothing written". 

Since you  have some "removal" rules, the question of the director getting to vote on his/her own removal is a rule for you to decide upon.

Yes, sorry, I meant nothing specifically written in reference to if they can vote or not on their own fate. 

Any input on if Special Meetings must give everyone a vote based on RONR?

[Joshua Katz]

15 minutes ago, Guest CJ Webb said:

Any input on if Special Meetings must give everyone a vote based on RONR?

Membership includes the right to vote, so all members must be allowed to vote at special meetings, just like at regular meetings. However, to vote, one must be present. Your original question on that seemed to be whether disciplinary action may be taken at a special meeting when the person to be disciplined is not present - so long as that person knows about the meeting AND what is to be considered, i.e. disciplining him, then yes, the meeting may take such action as is permitted otherwise. One cannot prevent discipline by not showing up.

24 minutes ago, jstackpo said:

Since you  have some "removal" rules, the question of the director getting to vote on his/her own removal is a rule for you to decide upon.

 

50 minutes ago, Guest CJ Webb said:

The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interest of the organization, for this hearing. 

Well, it does say the Board may adopt rules for this hearing, but would you think that denial of a member's right to vote would be included in this authorization? It seems to me that such a denial would need to be in the bylaws directly, not simply in rules authorized by the bylaws.

[J. J.]

46 minutes ago, Joshua Katz said:

 

 

Well, it does say the Board may adopt rules for this hearing, but would you think that denial of a member's right to vote would be included in this authorization? It seems to me that such a denial would need to be in the bylaws directly, not simply in rules authorized by the bylaws.

 

I have to agree.  Though he should not vote, he cannot be denied that right until he is under a preliminary disciplinary suspension. 

[Joshua Katz]

5 minutes ago, J. J. said:

I have to agree.  Though he should not vote, he cannot be denied that right until he is under a preliminary disciplinary suspension. 

And therein lies my concern - while the process in RONR allows for suspension, we have here a process to be carried out by the board, not the membership. Can the board impose the preliminary disciplinary suspension? My immediate answer is no.

[Josh Martin]

2 hours ago, Guest CJ Webb said:

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interest of the organization, for this hearing. 

Based on these facts, my interpretation would be that the member should not vote on his own removal, but he ultimately has the right do do so, since nothing in your bylaws appears to strip him of this right. As to whether the board may proceed in the absence of the accused member, it seems clear that the board member has a right to be informed of the hearing and to attend the hearing, but it seems to me that if the accused fails to appear, the hearing may still proceed.

2 hours ago, jstackpo said:

Since you  have some "removal" rules, the question of the director getting to vote on his/her own removal is a rule for you to decide upon.

It is certainly ultimately up to the organization to interpret its own rules, but unless there is something else in those rules we have not been informed of, the case that the member retains the right to vote seems quite strong. Generally, it is understood that members retain their rights unless it is explicitly stated otherwise.

2 hours ago, Guest CJ Webb said:

Any input on if Special Meetings must give everyone a vote based on RONR?

So far as RONR is concerned, all members have a vote. Whether it is a special meeting has nothing to do with it. (There are exceptions relating to the formal disciplinary procedures in RONR, but since you do not use those procedures, I don’t know if that’s relevant.)

2 hours ago, Joshua Katz said:

Well, it does say the Board may adopt rules for this hearing, but would you think that denial of a member's right to vote would be included in this authorization? It seems to me that such a denial would need to be in the bylaws directly, not simply in rules authorized by the bylaws.

I concur. I do not think that a general authorization to adopt rules for the hearing is sufficient to adopt a rule stripping a member of his right to vote.

1 hour ago, J. J. said:

I have to agree.  Though he should not vote, he cannot be denied that right until he is under a preliminary disciplinary suspension. 

In this instance, however, the organization has its own rules pertaining to discipline, and those rules do not appear to provide for a preliminary disciplinary suspension.

[Richard Brown]

3 hours ago, jstackpo said:

Since you  have some "removal" rules, the question of the director getting to vote on his/her own removal is a rule for you to decide upon.

 

2 hours ago, Joshua Katz said:

. . . would you think that denial of a member's right to vote would be included in this authorization? It seems to me that such a denial would need to be in the bylaws directly, not simply in rules authorized by the bylaws.

 

2 hours ago, J. J. said:

I have to agree.  Though he should not vote, he cannot be denied that right until he is under a preliminary disciplinary suspension

 

45 minutes ago, Josh Martin said:

Based on these facts, my interpretation would be that the member should not vote on his own removal, but he ultimately has the right do do so, since nothing in your bylaws appears to strip him of this right. 

 

46 minutes ago, Josh Martin said:

I do not think that a general authorization to adopt rules for the hearing is sufficient to adopt a rule stripping a member of his right to vote.

I agree with Mr. Katz, JJ, and Mr. Martin. I do not see anything in the quoted rules that gives the board the power to strip a member of his right to vote.

[J. J.]

1 hour ago, Josh Martin said:

In this instance, however, the organization has its own rules pertaining to discipline, and those rules do not appear to provide for a preliminary disciplinary suspension.

What is the rule the society adopted were those in RONR?