ED/Coordinator has taken over General Membership

[Guest Rena Cook]

We are a very small non-profit wellness center in a very small town. Members of the BOD began an inquiry as to why programs listed as being taught in monthly Reports appear to be falsified. We are lucky in that we have a troubleshooter from the Grantor assigned that has been advising us. While our By-laws do cover the possible termination of a BOD member, it does not cover the termination of the ED/Coordinator. Is this the precedent that we should be following? We are in New Mexico.

This is a very tricky situation as our annual membership meeting is coming up in May. Yes, we believe this woman has quite probably done this before as she knows the Rules better than the BOD members do.

[jstackpo]

Is the ED/Coordinator a hired hand?  How did she get the job? Paid? Any contract involved?

If yes to the above, this is probably not a parliamentary question. Ask a lawyer.

[Josh Martin]

5 hours ago, Guest Rena Cook said:

We are a very small non-profit wellness center in a very small town. Members of the BOD began an inquiry as to why programs listed as being taught in monthly Reports appear to be falsified. We are lucky in that we have a troubleshooter from the Grantor assigned that has been advising us. While our By-laws do cover the possible termination of a BOD member, it does not cover the termination of the ED/Coordinator. Is this the precedent that we should be following? We are in New Mexico.

This is a very tricky situation as our annual membership meeting is coming up in May. Yes, we believe this woman has quite probably done this before as she knows the Rules better than the BOD members do.

Assuming the Board hired this person in the first place, it seems to me that, as a parliamentary matter, the Board may fire her simply by adopting a motion to do so. There may we’ll be legal matters involved in firing an employee, however, which would be beyond the scope of RONR and this forum.

[Guest Rena Cook]

Thank you for replying.

Ah, yes. Unfortunately, she has one BOD officer who is in her pocket, who has been convinced (no matter the facts) that this is an attempt to fire the ED/Director based purely on personal reasons. Our By-laws state that a unanimous decision must be made to remove a BOD member but there is nothing in our By-laws that address the termination of an employee hired by the BOD. I have been searching for any precedent in Roberts Rule of Order that would cover this situation. I believe we have a majority to terminate her under the circumstances. Our intent is to make a Privileged Motion at the next Meeting to Void the illegal General Membership Voting Session, which we believe we will have a majority vote to accomplish, put her on an Administrative Leave, and then call for an investigation which the Grantor is willing to implement if we have enough evidence to warrant it. There is suspected criminal activity here.

First Question:  Can we make a Privileged Motion to terminate her with a majority vote and then bring charges against her later after an investigation is completed? Please note that my experience is based on State and Federal rules and regulations... our investigations on this level were usually carried out by a Deputy Warden from another unit.

Second Question:  Can we make a Privileged Motion and carry the vote with a majority versus needing a unanimous decision to put her on Administrative Leave (without Pay) until the investigation in probable fraud and possible theft of funds is carried out?  We believe we already have enough evidence regarding falsification of records and other failures to ethically fulfill her duties to warrant this action .

Please note: I did find a string in the RONR Forum regarding the levels of evidence needed only being that which does morally convince the BOD that termination is called for, but I could not find the protocol for either putting the employee on Administrative Leave or Terminating.

 

[Atul Kapur]

Let's be clear. Your Bylaws and RONR  rules are about how you deal with members of your organization. It sounds like you are in a situation where you dealing with an employee or contractor. The protections your bylaws give to members (eg: requiring a unanimous vote) do not apply to non-member such as employees or contractors. So this is all a distraction. 

I suggest that you consult an attorney, one who is familiar with employment law in your jurisdiction.

[Richard Brown]

I agree with Dr. Kapur.  This is not about members' rights.  It's related to parliamentary procedure only in the sense that a motion to terminate this person might need to be adopted.  This is a personnel matter, not a parliamentary procedure matter.  An attorney should  be consulted about the relative rights between the association and the employee and what your options are regarding terminating the employee.

[Joshua Katz]

Agreeing with the two answers above, there is nothing particularly privileged about the motions discussed. I can't find any context for the parliamentary issues discussed, i.e. "void the illegal General Membership Voting Session." If you tell us what that is about, we might have some input. As it stands, I have no idea if it is in order or not.

As to the rest of the motions and the questions, so far as RONR is concerned firing an employee is a main motion and requires a majority vote, as Mr. Martin noted above. (I'm deferring to his judgment - as a matter of first impression I might suspect it is a motion to rescind or amend something previously adopted.) Putting an employee on leave is also a main motion and requires a majority vote. None of your rules protecting the rights of members apply to employees. But that doesn't mean you can or should do it, because your state likely has relevant laws about employment. As the above answers said, though, you'll need to ask those questions to an attorney who knows the laws in your state.

[Josh Martin]

4 hours ago, Guest Rena Cook said:

Our By-laws state that a unanimous decision must be made to remove a BOD member but there is nothing in our By-laws that address the termination of an employee hired by the BOD. I have been searching for any precedent in Roberts Rule of Order that would cover this situation. I believe we have a majority to terminate her under the circumstances.

As a parliamentary matter, a motion to terminate an employee is simply a main motion, and the board could adopt such a motion by majority vote - assuming, as noted above, that the board hired this person in the first place.

4 hours ago, Guest Rena Cook said:

Our intent is to make a Privileged Motion at the next Meeting to Void the illegal General Membership Voting Session, which we believe we will have a majority vote to accomplish,

Hold on. What is this all about? Why is it felt that the general membership meeting in question was illegal, and why is this is relevant to the question of firing the Executive Director?

Additionally, I would note that since the membership is generally the superior body, the board would lack the authority to declare  membership meeting null and void - only the membership may make that decision. It should also be noted that a Point of Order is an incidental motion, not a privileged motion.

4 hours ago, Guest Rena Cook said:

First Question:  Can we make a Privileged Motion to terminate her with a majority vote and then bring charges against her later after an investigation is completed? Please note that my experience is based on State and Federal rules and regulations... our investigations on this level were usually carried out by a Deputy Warden from another unit.

Assuming the board hired this person in the first place, the board is free, as a parliamentary matter, to terminate this person by majority vote. This is a main motion, not a privileged motion.

I am not certain about this part about charges and investigations which occur after the employee is terminated. Is this person, in addition to their status as an employee, a member of the organization as well? Or are the “charges” referred to here charges in the criminal justice system, not charges within your own organization?

4 hours ago, Guest Rena Cook said:

Second Question:  Can we make a Privileged Motion and carry the vote with a majority versus needing a unanimous decision to put her on Administrative Leave (without Pay) until the investigation in probable fraud and possible theft of funds is carried out?  We believe we already have enough evidence regarding falsification of records and other failures to ethically fulfill her duties to warrant this action .

As a parliamentary matter, if the board hired this person in the first place, the board is free to adopt this motion by a majority vote. This is a main motion, not a privileged motion.

4 hours ago, Guest Rena Cook said:

Please note: I did find a string in the RONR Forum regarding the levels of evidence needed only being that which does morally convince the BOD that termination is called for, but I could not find the protocol for either putting the employee on Administrative Leave or Terminating.

The disciplinary procedures in RONR relate to disciplining a member or officer. Employees have no such protections. Motions relating to employees are ordinary main motion, so far as RONR is concerned.

As noted above, however, there may well be provisions in applicable law which are relevant to firing an employee, so it may be advisable to consult an attorney.

2 hours ago, Joshua Katz said:

As to the rest of the motions and the questions, so far as RONR is concerned firing an employee is a main motion and requires a majority vote, as Mr. Martin noted above. (I'm deferring to his judgment - as a matter of first impression I might suspect it is a motion to rescind or amend something previously adopted.)

I suppose it would depend on the wording of the motion which hired the employee. It seems to me that, generally speaking, a motion to fire an employee does not conflict with, and therefore does not need to rescind or amend, the motion to hire the employee. They are each specific events happening at a specific time.

It is conceivable, however, that in a particular case a motion to fire an employee would conflict with the motion to hire the employee (such as if the motion to hire the employee specified a particular term of service, and that time has not yet expired), in which event the motion would be a motion to Rescund or Amend Something Previously Adopted, and therefore would require a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership (of the board).

Edited March 25, 2019 at 10:29 PM by Josh Martin