removing rogue President from office

[Genesis]

We have a board of nine directors. 

The President displays his personal differences with some directors and makes disparaging (and false) remarks of them, even putting those statements in writing. He behaves similarly to members because of differences in opinion.

Recently, the Vice President was discovered to be ineligible to be on the board and the Secretary vacated his seat due to multiple absences from meetings. But both remain on the board at the President’s insistence. They, with two other directors who fear retaliation and mistreatment, are also the President’s supporters and comprise the board majority. They make decisions outside of meetings, often by phone or email, excluding other directors from discussion or deliberation.

Our bylaws state that directors’ terms “are for ___ years and until their respective successors have been elected.”  The bylaws also state that, “Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.”

But RONR appears to require investigation and trial to remove those officers from office.

Roughly half our members are unaware and/or apathetic so we will not be able have the necessary percentage to remove the three directors, just remove them from office.

(1)    Which rule is superior, the bylaws or RONR? (We would like to forego the time and expense of investigations and trial since the offenses have been obvious.)

(2)    Is it possible to put into one motion the removal of all three officers?  Due to the “no conflict of interest clause” in the bylaws, the three would not be able to vote on that motion.

(3)    Do the successor officers have to be named in the same motion, or can the successors be named and voted upon in separate motions?

(4)    Do we have to have all three new officers or can just the President and Secretary’s offices be filled?

(5)    At what point can this motion be made? For instance, can a “point of order” be made immediately as soon as the meeting is called to order? While an agenda is provided in writing, it is customarily unapproved and we are able to add motions. 

We think that the two fearful directors may start acting independently if the current President was removed from office. Then, we might be able to have open discussions and fair decision making.

[Guest Zev]

Question: By virtue of what do the nine members of the board become members? Are they elected by the membership, if one exists, or appointed by an outside agency?

[Genesis]

The nine directors must be members of the association.

Directors are supposed to be elected by the association. However, some became directors when they replaced retiring or resigning directors. As successors to retiring or resigning directors, they were supposed to be elected by the board, but they were actually selected by the President who had control of the majority of the board and assured them of their election. As a result, they are "symbolic" directors who do not actively participate except to agree with the President and vote as he instructs them.

[Guest Zev]

You say that the directors must be elected by the association but in the next sentence you describe a method whereby some are elected by the board itself and some that are appointed by the president. You need to make a decision as to whether this multiplicity of methods is in the best interests of the association or not, and possibly amend the bylaws.

21 minutes ago, Genesis said:

Directors are supposed to be elected by the association.

If a careful reading of the bylaws leads one to believe that this true then the sentence

1 hour ago, Genesis said:

“Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.”

leads me to believe that at a meeting of the association a motion to remove any director may be adopted by the majority vote as indicated.

To the questions in the original posting:

(1) The bylaws are superior.

(2) A single motion to remove one or all three. All the individuals covered by such a motion may still vote. Think of it this way: What if a minority of members moved to expel the vast majority. Would the majority then be prohibited from voting on such a motion? Obviously not.

(3) The successors may be elected at any point in the future, and that future motion may be individually or as many new directors as are needed.

(4) Whatever the assembly of the association desires.

(5) Since no trial is required then the motion may be moved at any time. However, I would give notice at the previous meeting not only to warn the other members of the association of your intentions, but that no future doubts arise in case someone points out that a motion to remove an officer could be interpreted as a form of the motion to Amend Something Previously Adopted which requires a two-thirds vote in order to be adopted, just in case the voting is more than a majority but less than two-thirds. No points of order are needed. If you decide to handle this by calling a special meeting for this purpose, which I suggest you do, then only the motion to remove the officer or officers would be in order.

Please come back to this thread and review the comments by some of the experts in this field that may have slightly different opinions.

 

[Guest Zev]

I failed to read this correctly.

2 hours ago, Genesis said:

“Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.”

The board could remove its own member by a majority vote, but the language does not extend that to the assembly of the membership. Therefore if the assembly of the membership decides to take some action then a trial will be required. My apology.

[Guest Who's Coming to Dinner]

11 hours ago, Genesis said:

Our bylaws state that directors’ terms “are for ___ years and until their respective successors have been elected.”  The bylaws also state that, “Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.”

There is your answer. The bylaws always supersede the parliamentary authority. I would ask on what authority the Secretary "removed" the Vice President, since it would take another bylaw to confer that power on him or her.

[Richard Brown]

28 minutes ago, Guest Who's Coming to Dinner said:

There is your answer. The bylaws always supersede the parliamentary authority. I would ask on what authority the Secretary "removed" the Vice President, since it would take another bylaw to confer that power on him or her.

I agree that the bylaws supersede the Parliamentary Authority. That should be clear. However, I think you misinterpreted what the original poster said about the vice president and the secretary. I read the original post to indicate the vice president was found to be ineligible and the secretary voluntarily resigned. Both positions were vacated. I do not read it as saying that the secretary removed the vice president.

Edited July 7, 2019 at 04:41 PM by Richard Brown
Highlighted the part of the answer I was responding to

[Atul Kapur]

13 hours ago, Genesis said:

The bylaws also state that, “Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.”

 

10 hours ago, Guest Zev said:

The board could remove its own member by a majority vote, but the language does not extend that to the assembly of the membership. Therefore if the assembly of the membership decides to take some action then a trial will be required.

Are you saying that the Board has more authority than the membership? The Board can remove an officer by majority vote without cause but the membership needs to have a trial? What is the reference to support that?

By the way, for @Genesis, I agree that the Board can remove one, two, or three officers with a majority vote. I just think that a membership meeting has the same authority.

[Guest Zev]

27 minutes ago, Atul Kapur said:

Are you saying that the Board has more authority than the membership? The Board can remove an officer by majority vote without cause but the membership needs to have a trial? What is the reference to support that?

I guess this is one of those cases while reading something outrageous your (the editorial "you") brain (in this case mine) just skips over and ignores it. When I realized I had misread the sentence, initially I did not want to believe it, and yet the sentence does say "...vote of a majority of the members of the Board..." and I could not just let it go by without some kind of correction. I really hate my interpretation of this  because apparently the board has greater powers than the assembly, and yet the word "Board" is there and the assembly of the association is not. I would have a suggestion as to a fix but I have no idea whether the association even sees this as a problem or not.

[Atul Kapur]

I don't read that sentence as saying that this is a power reserved exclusively to the Board. As the assembly has the right to instruct the Board, I think that motion is also available to the membership. Looking forward to other opinions.

[Genesis]

Thank you for your responses.

I hope this helps to clarify:

The Bylaws state that no director may vote on a motion in which he/she has a personal or pecuniary interest, from which I surmised that the named officers in the motion, whether one, two, or three officers, could be excluded from voting on the motion to remove them from their offices (not to remove them as directors).

The bylaws also say that although directors are elected by the general assembly, however should a seat be vacated, the vacated seat can be filled by the vote of the majority of the remaining board even if a quorum is not achieved. And the director who fills a vacated seat holds that seat until the next election regardless of the length of the remaining term allocated to that seat; elections are held yearly, with directors serving staggered terms.

I look forward to your further responses.  Thank you!

[Richard Brown]

Responding to comments by Guest Zev and Atul Kapur, I don't read the bylaw provision granting the Board the power to remove officers with or without cause as being an exclusive grant of power to the board, but I do suppose that could be a matter of bylaws interpretation.  However, I don't think the membership automatically has that same right, namely to remove an officer with or without cause by majority vote.  I think the membership  can still remove an officer, but only by following the disciplinary procedures in RONR required when the bylaws don't provide that an officer serves "or until a successor is elected".

So, I interpret the provision at issue as granting the board the power to remove an officer with or without cause by the vote of a majority of the board, but the membership has the power to remove an officer only by following the disciplinary proceedings set out in RONR for removal for cause.

Note:  The quoted bylaw provision says that an officer may be removed " with or without cause by vote of a majority of the members of the Board".  If we were to assume (which I do not do) that the membership has that same authority, attention must be paid to the phrase "vote of a majority of the members of the board".  That would mean that it would require the vote of a majority of the entire membership for the membership to remove an officer, not just an ordinary majority vote.