Elected officer removed prior to term starting

[Guest A concerned member]

I belong to a membership organization that has elected executive officers and appointed board members who together make up the Board of Directors.  During our recent annual convention (which occurs at the very end of the officer's term and serves as the installation of the new officers) the Board of Directors met behind closed doors and voted to remove the current President, who had already been elected to serve another term.  The Vice President position was vacant at the time (the VP had resigned and the position had not been filled.)  At the same meeting, the Board voted to remove the President from her position for the following term, and move the VP elected for that term to the role of President.  This process was done secretively and reported to the Convention Body (the members) during an interim action report, resulting in much confusion.  The reasons provided for the move were vague and the Board refused all attempts by members to obtain information about the reasons for removal.

The bylaws do include the ability for the Board to remove a board member by a majority vote:

"Any board member may be removed at any time with or without cause by a majority vote of the board of directors. The removal process should only be utilized after the alternate options listed below have been exhausted, to no avail.
1. Alternate options to removal:
(a) Personal Intervention: In lieu of removal, the President and/or the Executive Committee may request that the board member in question to resign.
(b) Leave of Absence: In lieu of removal, the President and/or the Executive Committee may request that the board member in question take a leave of absence, in order to resolve the issues."

 (Although there are questions about whether an "elected officer" and a "board member" are the same thing, as this section appears under the heading "Board of Directors" rather than "Officers")  

The members are questioning the Board's right to remove an officer prior to the beginning of the term and subsequently move the VP into that role.  The bylaws state:

"In the event of death, resignation, or incapacity of the President, the Vice President shall become President for the unexpired portion of the term;"

This does not explicitly define what should occur in the event the President is removed from office, and even if you were to lump removal in with death, resignation, and incapacity, can the VP become the successor before the term even starts?  Is a term "unexpired" if it hasn't begun?

 

 

[Guest Zev]

Clarification: A new set of board members including the president were elected by the membership and immediately after the election the board met and removed the newly-elected president (that just happened to be the previous president)? Is this correct?

Also, you said that the office of vice-president was vacant...

16 hours ago, Guest A concerned member said:

The Vice President position was vacant at the time (the VP had resigned and the position had not been filled.)

 ...and yet you also stated

16 hours ago, Guest A concerned member said:

At the same meeting, the Board voted to remove the President from her position for the following term, and move the VP elected for that term to the role of President.

An election has taken place at the recently-conducted convention. At the time the vice-president's office was vacant. A new president and board members were elected and a new vice-president was also elected.

Question: Were these individuals installed as new officers when they were elected, or were they installed before or after the board meeting you mentioned in which they removed the president, or, were they elected but not yet installed as new members of the board?

[Atul Kapur]

Guest ACM, please clarify. As I understand it, you had the President for the 2018/19 term who was re-elected to serve as President for 2019/20. The Vice-President position for 18/19 was vacant but you had someone elected as Vice-President for 19/20. Further, it sounds like the elections are held prior to the annual convention.
Are these understandings correct?

Further, it sounds like the Board held a meeting around the time of the annual convention but before the end of the 18/19 term and, at that one meeting,
- Voted to remove the 18/19 President;
- Voted to remove the same person from the position of 19/20 President, prior to that term actually starting; and
- Voted to make the 19/20 VP the 19/20 President, again, prior to the beginning of the 19/20 term.
Is that all correct?

When, exactly, do the bylaws say that the term of officers / directors ends?

[Richard Brown]

I cannot follow what happened well enough to even begin to weigh in. To add another couple of questions, I'm especially curious as to exactly when and by which body your officers and board members were elected. Was it at the convention? At a meeting prior to the convention? And do I further understand that the board met and took this action to remove the president during the convention rather than after the convention had adjourned?

We really need a lot of clarifications!