Guest Donald Posted February 12, 2019 at 10:46 PM Report Share Posted February 12, 2019 at 10:46 PM Thank you for your help with my question. I belong to an organization that is in the midst of upheaval. We have a board of directors and also a director of the org. The org director announced his intention to retire as the full time director but said he would stay on and perform his regular duties until he was replaced. The board nominated a hiring committee to find a replacement. In the interim, one of the board members has been kind of taking over and performing the duties that fall under the director's authority. When confronted about this, he has totally lied and said other board members have asked him to perform these duties. (several org members believe the motive for this behavior is that he wants his wife to be the new director, nobody can prove it of course).The director decided it wasn't worth a power struggle, he only offered to stay to be helpful and thought it might totally divide the organization to try and "defend his turf", so he gave two weeks notice and quit. The board member that offended the director is the chair of the hiring committee. The org's general assembly is in April, and several members of the org do not want this person to chair the hiring committee. At the general assembly can a member of the organization move to have the chair of the hiring committee removed and replaced by someone else? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted February 12, 2019 at 11:32 PM Report Share Posted February 12, 2019 at 11:32 PM 43 minutes ago, Guest Donald said: The board member that offended the director is the chair of the hiring committee. The org's general assembly is in April, and several members of the org do not want this person to chair the hiring committee. At the general assembly can a member of the organization move to have the chair of the hiring committee removed and replaced by someone else? Who ultimately appointed the members of this committee? You say that the board “nominated” a hiring committee. To nominate is simply to make a suggestion. Did the board proceed to actually appoint the members of the committee, or did the membership make that decision? Additionally, per your bylaws, who ultimately has the authority to hire the new director? Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 12:12 AM Report Share Posted February 13, 2019 at 12:12 AM Yes, sorry about that. The director and board president nominated the committee members and the board accepted and ratified their nominees. The hiring committee must find three candidates and the general assembly votes out of the three. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 13, 2019 at 12:33 AM Report Share Posted February 13, 2019 at 12:33 AM 13 minutes ago, Guest Donald said: Yes, sorry about that. The director and board president nominated the committee members and the board accepted and ratified their nominees In that case, it is the board that has the power to remove a committee member. See RONR page 177 and also pages 493-497. particularly page 497. It would essentially be a motion to rescind or amend something previously adopted, which has special vote requirements depending on whether previous notice is given. Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 12:41 AM Report Share Posted February 13, 2019 at 12:41 AM Is that something that has to wait to be done at the general assembly in April or can we ask the board to consider it before hand at one of their meetings? Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 12:41 AM Report Share Posted February 13, 2019 at 12:41 AM Is that something that has to wait to be done at the general assembly in April or can we ask the board to consider it before hand at one of their meetings? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 13, 2019 at 01:05 AM Report Share Posted February 13, 2019 at 01:05 AM 23 minutes ago, Guest Donald said: Is that something that has to wait to be done at the general assembly in April or can we ask the board to consider it before hand at one of their meetings? 32 minutes ago, Richard Brown said: In that case, it is the board that has the power to remove a committee member. See RONR page 177 and also pages 493-497. particularly page 497. It would essentially be a motion to rescind or amend something previously adopted, which has special vote requirements depending on whether previous notice is given. Given that it is the board which has this power, it would do so at a board meeting, not a general membership meeting. Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 01:22 AM Report Share Posted February 13, 2019 at 01:22 AM Can members ask the board to consider taking this action? In light of recent events, there are quite a few members that do not want this person chairing the committee. What are our options under rescinding or amending? And what are the special vote requirements? I have a copy of the Rules and the RIB if someone wouldn't mind pointing me in the right direction so I can tell the members what options they have. Thank you. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 13, 2019 at 01:30 AM Report Share Posted February 13, 2019 at 01:30 AM 4 minutes ago, Guest Donald said: Can members ask the board to consider taking this action? Sure, they can do so individually, or the membership can adopt a motion requesting it. 6 minutes ago, Guest Donald said: What are our options under rescinding or amending? The motion to rescind or amend can be used to, well, rescind or amend something already adopted. That is, the board can just throw away the unexecuted portion of the motion, or it can change it. 7 minutes ago, Guest Donald said: And what are the special vote requirements? A majority with notice, 2/3 without notice, or a majority of the entire membership (of the board) voting in the affirmative. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 13, 2019 at 01:35 AM Report Share Posted February 13, 2019 at 01:35 AM The motion to Amend Something Previously Adopted is discussed in detail in RONR section §35. Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 01:59 AM Report Share Posted February 13, 2019 at 01:59 AM So I would have to give notice to the board that members want this motion amended? Is there an official procedure for doing that? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 13, 2019 at 02:01 AM Report Share Posted February 13, 2019 at 02:01 AM Just now, Guest Donald said: So I would have to give notice to the board that members want this motion amended? No, notice would be given by the board member who intends to make the motion, not by you. You can ask a board member to make that motion over lunch, or coffee, or whatever, but that isn't notice. The procedure for giving notice appears in RONR, but I don't have the book handy for a page reference. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 13, 2019 at 02:02 AM Report Share Posted February 13, 2019 at 02:02 AM Perhaps I'm going out on a limb here, but unless the bylaws grant the board the exclusive authority to select this committee, coulddn't the general membership itself rescind or amend the prior appointments by use of the motion to rescind or amend something previously adopted? Quote Link to comment Share on other sites More sharing options...
Guest Donald Posted February 13, 2019 at 02:12 AM Report Share Posted February 13, 2019 at 02:12 AM 7 minutes ago, Richard Brown said: Perhaps I'm going out on a limb here, but unless the bylaws grant the board the exclusive authority to select this committee, coulddn't the general membership itself rescind or amend the prior appointments by use of the motion to rescind or amend something previously adopted? From the bylaws: "Committees for any certain purpose, with the exception of the Board nomination committee, shall be appointed by the president of the Board of Directors. Approval by the Director (s) plus ratification by the Board of Directors is required." Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 13, 2019 at 03:09 AM Report Share Posted February 13, 2019 at 03:09 AM 1 hour ago, Richard Brown said: Perhaps I'm going out on a limb here, but unless the bylaws grant the board the exclusive authority to select this committee, coulddn't the general membership itself rescind or amend the prior appointments by use of the motion to rescind or amend something previously adopted? Probably. I didn't pay much attention to the thread, I just saw your answer that it is a board action. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted February 13, 2019 at 02:38 PM Report Share Posted February 13, 2019 at 02:38 PM 12 hours ago, Richard Brown said: Perhaps I'm going out on a limb here, but unless the bylaws grant the board the exclusive authority to select this committee, coulddn't the general membership itself rescind or amend the prior appointments by use of the motion to rescind or amend something previously adopted? Generally, yes, although I think there is some question as to whether the assembly may use this power to change the membership of a committee of the board - particularly in this case, since I think it could be reasonably argued that the cited bylaws language gives the board exclusive authority in this matter. It would seem to be prudent, however, for the board to follow the membership’s advice in this matter and appoint persons the membership has confidence in, given the membership’s role in appointing the Director. Quote Link to comment Share on other sites More sharing options...
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