Removal of "Interim"/"Acting" Board Member from Office

[Roman.76]

Brief Background
The organization I am a part of is just starting up.  We have official Bylaws, but we have an "interim" or "acting" board.  The people currently serving on the board decided to step up and take on the positions at meetings in front of the membership.  In fact, I am the Treasurer of the board.   Our Bylaws provided that the first election for the new board will be in February of 2020.

Issue:
The President just sent out a notice to the board that he is calling a special meeting.  The purpose is "to remove the acting Treasurer for failing to perform his fiduciary responsibility in regards to our current banking status, he has fail to act in a timely manner and has shown contempt to any approach to secure the task he was given."

I know this may be a difficult situation, but can the board simply voted to remove me?  I am willing to provide any additional information needed.

Bylaws References:
Section 3.8 - Terms of Office. The term of office for an elected Board member shall be for two (2) years.

Edited December 17, 2019 at 02:57 AM by Roman.76

[Richard Brown]

12 minutes ago, Roman.76 said:

The organization I am a part of is just starting up.  We have official Bylaws, but we have an "interim" or "acting" board.  The people currently serving on the board decided to step up and take the position at meetings in front of the whole membership.  In fact, I am the Treasurer of the board.   Our first election for the board will be in February of 2020.

OK, so what is your question? Is there an officer or director you want to remove? Usually the interim officers serve until you have your first election after your bylaws have been adopted. That’s only two months away. It might take you that long to remove someone from office.
At any rate, you might take a look at FAQ # 20 on the main website. https://www.robertsrules.com/faq.html#20

Edited December 17, 2019 at 02:56 AM by Richard Brown
Added link to FAQ # 20

[Joshua Katz]

40 minutes ago, Richard Brown said:

OK, so what is your question? Is there an officer or director you want to remove? Usually the interim officers serve until you have your first election after your bylaws have been adopted. That’s only two months away. It might take you that long to remove someone from office.

It seems to me that the OP is the officer others wish to remove.

52 minutes ago, Roman.76 said:

The President just sent out a notice to the board that he is calling a special meeting.  The purpose is "to remove the acting Treasurer for failing to perform his fiduciary responsibility in regards to our current banking status, he has fail to act in a timely manner and has shown contempt to any approach to secure the task he was given."

 

Do your bylaws give the President the authority to call a special meeting? Also, what is he calling a special meeting of - the board or the membership?

While we're at it, what do your bylaws say about term of office (please give an exact quote, not a summary) and about discipline, if anything?

[Roman.76]

16 minutes ago, Joshua Katz said:

Do your bylaws give the President the authority to call a special meeting? Also, what is he calling a special meeting of - the board or the membership?

While we're at it, what do your bylaws say about term of office (please give an exact quote, not a summary) and about discipline, if anything?

Katz, thank you for your response.

Yes, our Bylaws give the President the authority to call a special meeting, and he stated in the notice that he is calling a special board meeting.
”Special Board Meetings may be called by the President and shall be called upon written request of three Board Members.”
 

Our Bylaws states the following regarding terms of office:
”The term of office for an elected Board member shall be fore two (2) years.”
 

Our Bylaws provide nothing regarding discipline.

Edited December 17, 2019 at 03:52 AM by Roman.76

[Richard Brown]

20 minutes ago, Joshua Katz said:

It seems to me that the OP is the officer others wish to remove.

Yes, it does... now that he has amended his original post to add that. He edited it to add that detail and significantly more detail four minutes after I posted my response. That’s why I like to do a copy and paste of the original post if no one else has done it. 😋

[Richard Brown]

The bylaws may provide that the officers serve for a term of two years, but I believe the current officers are interim officers who serve only until the elections coming up in February, just two months from now.  
 

Roman 76, do your bylaws say anything anywhere about the officers serving until their successors are elected? If so, please quote that language verbatim also.

Still further, please quote any provision that might be in your bylaws about the interim officers. If there’s nothing about that in the bylaws, was there a motion adopted at any point during the organization process to the effect that the interim officers will serve only until the February elections?

[Joshua Katz]

15 minutes ago, Roman.76 said:

Our Bylaws states the following regarding terms of office:
”The term of office for an elected Board member shall be fore two (2) years.”
 

Our Bylaws provide nothing regarding discipline.

Unless something in the bylaws gives it to the board, the power to remove an officer belongs to the membership. Furthermore, since the term of office is in years certain, not "or until their successors are elected," the procedure to remove an officer, unless there is a rule to the contrary, is the disciplinary process. If your bylaws do not give a process for that, one is given in Chapter XX of RONR, assuming RONR is your parliamentary authority.

Of course, I can't say anything definitive on whether the power is given to the board or whether there is another way to remove an officer, since doing so would require reviewing and interpreting the full body of your bylaws. But hopefully this information can give you some guidance. 

[Josh Martin]

15 hours ago, Roman.76 said:

We have official Bylaws, but we have an "interim" or "acting" board.  The people currently serving on the board decided to step up and take on the positions at meetings in front of the membership.  In fact, I am the Treasurer of the board.

Do your bylaws provide for this arrangement? RONR makes no provision for “acting” or “interim” board members. You’re either a board member or you’re not, unless the bylaws provide for something else.

15 hours ago, Roman.76 said:

Issue:
The President just sent out a notice to the board that he is calling a special meeting.  The purpose is "to remove the acting Treasurer for failing to perform his fiduciary responsibility in regards to our current banking status, he has fail to act in a timely manner and has shown contempt to any approach to secure the task he was given."

I know this may be a difficult situation, but can the board simply voted to remove me?  I am willing to provide any additional information needed.

Bylaws References:
Section 3.8 - Terms of Office. The term of office for an elected Board member shall be for two (2) years.

Well, for starters, I think there is some doubt as to whether all this business of an “acting” board is proper to begin with.

Setting that aside, if the bylaws provide that board members serve for a fixed term, and are silent concerning the removal of board members, then board members may be removed only by the body which elects board members in the first place, and even then, only through formal disciplinary procedures. See Section 63 of RONR for more information.

Edited December 17, 2019 at 06:04 PM by Josh Martin