Board President speaking to members and not board

[Aidan]

I serve on a Board of Directors under a social club.  We follow RROO.  Our President has been seeking advice from other members of the club regarding Board votes, because she doesn't agree with majority vote passing.  She is not turning to her board for advice on any matter.  How should we handle this issue.  Another issue is she gave an unauthorised member the password to her Administration capabilities  on our website.  She delete authorized administrators and now the web host has shut down our website.  This has all of our membership records, official documents, calendar of events on this site.  We are unsure how to proceed with this knowledge, and if this is reason for removal from her position on the board.  If so, how do we go about this process.  She has also shared untruths to the general membership at general membership meeting.

[Atul Kapur]

Start by looking at Question 20 from the FAQ page.

20. How can we get rid of officers we don't like before their term is up?

[Guest Zev]

54 minutes ago, Aidan said:

I serve on a Board of Directors under a social club.  We follow RROO.

That is a good start.

55 minutes ago, Aidan said:

Our President has been seeking advice from other members of the club regarding Board votes, because she doesn't agree with majority vote passing.

Seeking advice seems to be a good thing. Not seeking any advice would be a worrying sign.

56 minutes ago, Aidan said:

She is not turning to her board for advice on any matter.

However this, on the other hand, may be worrying.

57 minutes ago, Aidan said:

How should we handle this issue.

I'm not sure. Disagreeing with some choice made by the board and then talking about it with other members seems to be quite common. Are we supposed to be concerned? If the president does not agree with a board action perhaps the president should introduce a motion to rescind the previous action and prepare some material to support her position and present those materials at a board meeting. After all, this is what democratic procedure is all about.

1 hour ago, Aidan said:

Another issue is she gave an unauthorised member the password to her Administration capabilities  on our website.

(All disciplinary actions by the board against the president is predicated on the assumption that the bylaws allow the board to take such an action. If this is not the case then a higher authority is needed to carry out those measures, such as the membership assembly.)

The board is fully capable of issuing an order that assigns another person with administrator privileges and change the password that would lock out the unauthorized member. Also, the board may adopt some form of discipline for the president's act of sharing the password to the unauthorized member.

1 hour ago, Aidan said:

She delete authorized administrators and now the web host has shut down our website. 

Adopt a motion designating some member as the new administrator, have the written motion notarized, and contact the web site operator and have the web site restored and the new authorized member made the new administrator. If deleting the list of authorized administrators is considered an injurious act, then the board may also discipline the president for that act.

1 hour ago, Aidan said:

This has all of our membership records, official documents, calendar of events on this site.

In the event that the web site operator restores your web site, please make backup copies of all materials. In the early days of computing there are stories of companies that failed to keep backup copies of critical files and as a result of losing these files the companies closed their doors. And this type of thing did not happen to just one or two.

1 hour ago, Aidan said:

We are unsure how to proceed with this knowledge, and if this is reason for removal from her position on the board.

Whether what has transpired rises to the level of discipline or not is ultimately a value judgment that the board, or the assembly as the case may be, is going to have to decide.

1 hour ago, Aidan said:

If so, how do we go about this process.

The process of discipline is indicated in Chapter 20 of our book. Do you have the 11th edition? I suggest you read it carefully.

1 hour ago, Aidan said:

She has also shared untruths to the general membership at general membership meeting.

Such an act may also be one of the charges should your society decide to pursue this any further.

[Aidan]

Can we as a board call a special meeting to discuss this matter and go into executive session?  If we do this can we ask the President to leave because we will be discussing her and her influence on some members would be uncomfortable.  Can we call for a vote during this meeting? 

[Guest Zev]

56 minutes ago, Aidan said:

Can we as a board call a special meeting to discuss this matter and go into executive session?

Yes, as long as the bylaws allow the board to call special meetings and to go into executive session.

56 minutes ago, Aidan said:

 If we do this can we ask the President to leave because we will be discussing her and her influence on some members would be uncomfortable.

You could ask, but the president has no obligation to do so. You cannot have a board meeting and exclude a member that has a right to be present.

1 hour ago, Aidan said:

Can we call for a vote during this meeting? 

Any legitimate meeting can have votes. This is expected in any deliberative body. Just make sure that if the board takes action to discipline the president that the bylaws allow the board to perform this act. Otherwise it may take an act of the membership, if one exists.