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Removal of board member


Guest Cynthia C
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How should this be interpreted? The BOD, via a majority vote, removed the Vice President. IMO, the bylaws are not clear but is sounds like the BOD votes to have the membership vote on removal.

  Removal of Board Member(s).  The process for removal of a board member may be initiated in two different ways.  It can begin with the board of directors acquiring a majority vote of the Board to remove another board member or by a written petition to remove a board member from voting members of the club. Said Petition must contain original signatures that may be signed independently on duplicate forms and collected by a single organizer prior to submittal to the secretary. The voting members' petition recommending that a board member be removed from the board shall then be addressed to the secretary and the signatures on the petition shall represent at least 20% of the voting membership.  The petitioner shall also send copies of the petition to the remainder of the board.  If the secretary is a defendant in the action, the vice president shall take over duties of the secretary until the action has been resolved. The motion to remove a board member shall be put to the voting membership for a vote.

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The interpretation of any bylaws or rules is best done by the members of the affected organization, members which, are familiar with the history, inner workings, internal politics, and the characters involved. It is also assumed that the collective membership has the best interests of the organization at heart.

In my opinion the best you can do is to raise a Point Of Order at the next meeting, stating as you indicated above, that the Board Of Directors should have been the correct body to decide whether the vice-president should have been removed or not. The correct procedure is for the chairman to consider the question and then issue a ruling. From this ruling you, or someone else, can raise an Appeal, which requires a second, in which case a majority vote would reverse any ruling by the chair. If the chair, at his discretion, allows the Point Of Order to be debated, then the resulting vote is the assembly's decision and no appeal may flow from it.

Does this help you?

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11 hours ago, Guest Cynthia C said:

How should this be interpreted? The BOD, via a majority vote, removed the Vice President. IMO, the bylaws are not clear but is sounds like the BOD votes to have the membership vote on removal.

  Removal of Board Member(s).  The process for removal of a board member may be initiated in two different ways.  It can begin with the board of directors acquiring a majority vote of the Board to remove another board member or by a written petition to remove a board member from voting members of the club. Said Petition must contain original signatures that may be signed independently on duplicate forms and collected by a single organizer prior to submittal to the secretary. The voting members' petition recommending that a board member be removed from the board shall then be addressed to the secretary and the signatures on the petition shall represent at least 20% of the voting membership.  The petitioner shall also send copies of the petition to the remainder of the board.  If the secretary is a defendant in the action, the vice president shall take over duties of the secretary until the action has been resolved. The motion to remove a board member shall be put to the voting membership for a vote.

I think you have it correct.

9 hours ago, Guest Zev said:

The interpretation of any bylaws or rules is best done by the members of the affected organization, members which, are familiar with the history, inner workings, internal politics, and the characters involved. It is also assumed that the collective membership has the best interests of the organization at heart.

In my opinion the best you can do is to raise a Point Of Order at the next meeting, stating as you indicated above, that the Board Of Directors should have been the correct body to decide whether the vice-president should have been removed or not. The correct procedure is for the chairman to consider the question and then issue a ruling. From this ruling you, or someone else, can raise an Appeal, which requires a second, in which case a majority vote would reverse any ruling by the chair. If the chair, at his discretion, allows the Point Of Order to be debated, then the resulting vote is the assembly's decision and no appeal may flow from it.

Does this help you?

The process you describe is correct, but as I understand the facts, the board did vote to remove the Vice President, and the OP’s claim is that the bylaws provide that the board may initiate the process, but the final vote on removal is up to the membership.

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15 hours ago, Guest Zev said:

The interpretation of any bylaws or rules is best done by the members of the affected organization, members which, are familiar with the history, inner workings, internal politics, and the characters involved. It is also assumed that the collective membership has the best interests of the organization at heart.

In my opinion the best you can do is to raise a Point Of Order at the next meeting, stating as you indicated above, that the Board Of Directors should have been the correct body to decide whether the vice-president should have been removed or not. The correct procedure is for the chairman to consider the question and then issue a ruling. From this ruling you, or someone else, can raise an Appeal, which requires a second, in which case a majority vote would reverse any ruling by the chair. If the chair, at his discretion, allows the Point Of Order to be debated, then the resulting vote is the assembly's decision and no appeal may flow from it.

Does this help you?co

Sort of - the club does not have regular membership meetings, only a single annual meeting. The board meets monthly. Non-board members are not allowed to attend board meetings (conducted via a conference call.) The membership has no recourse until after the board minutes are published.

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6 hours ago, Josh Martin said:

I think you have it correct.

The process you describe is correct, but as I understand the facts, the board did vote to remove the Vice President, and the OP’s claim is that the bylaws provide that the board may initiate the process, but the final vote on removal is up to the member

Josh you are correct. The board voted to remove the VP and subsequently she was removed. My interpretation of the above quoted bylaw is that the board can initiate the process of removal but the membership must vote on the removal.

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FWIW, I agree with your and Mr. Martin's interpretation of the bylaws excerpt.

I also agree with Guest Zev's suggestion as to what can be done by a member of the association who is not a member of the board. Do the bylaws give the membership a method to call for a special meeting? If not, then you have to wait until the annual meeting.

Members of the board may raise a Point of Order at a future board meeting and you may try to convince one of them to do so. The usual requirement for timeliness does not apply as the removal of the VP is a continuing breach of the bylaws.

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