Quest Posted April 11, 2020 at 12:15 AM Report Share Posted April 11, 2020 at 12:15 AM (edited) Our bylaws state a director is removed after 3 unexcused absences. It is silent on disciplinary action for any other reason. A Board member recommended discipline of another board member who recently got a DUI. What do Roberts Rules say about discipline where by laws are silent? Edited April 11, 2020 at 12:16 AM by Quest Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted April 11, 2020 at 04:13 AM Report Share Posted April 11, 2020 at 04:13 AM Read Chapter XX carefully. If your bylaws are truly silent on discipline, that is your procedure. It is complicated, so please come back with questions as you work through it. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 11, 2020 at 07:31 PM Report Share Posted April 11, 2020 at 07:31 PM 19 hours ago, Quest said: Our bylaws state a director is removed after 3 unexcused absences. It is silent on disciplinary action for any other reason. A Board member recommended discipline of another board member who recently got a DUI. What do Roberts Rules say about discipline where by laws are silent? What is the exact wording your bylaws use to define the term of office for directors? 15 hours ago, Joshua Katz said: Read Chapter XX carefully. If your bylaws are truly silent on discipline, that is your procedure. It is complicated, so please come back with questions as you work through it. Well, maybe. We're dealing with directors (which are classified as officers in RONR), so there is one procedure which is complicated and one that is relatively simple. Which procedure to use depends on the wording for the term of office of the directors. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted April 11, 2020 at 08:32 PM Report Share Posted April 11, 2020 at 08:32 PM 1 hour ago, Josh Martin said: Well, maybe. We're dealing with directors (which are classified as officers in RONR), so there is one procedure which is complicated and one that is relatively simple. Which procedure to use depends on the wording for the term of office of the directors. Note to self: stop trying to answer questions after Seder. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted April 11, 2020 at 10:25 PM Report Share Posted April 11, 2020 at 10:25 PM 22 hours ago, Quest said: Our bylaws state a director is removed after 3 unexcused absences. It is silent on disciplinary action for any other reason. . . . What do Roberts Rules say about discipline where by laws are silent? Well, your bylaws are not exactly silent. Depending on how exactly they are worded, your board may be prevented from removing the director for any other reason other than the three unexcused absences. Other disciplinary actions may be taken. Quote Link to comment Share on other sites More sharing options...
Quest Posted April 12, 2020 at 01:12 PM Author Report Share Posted April 12, 2020 at 01:12 PM OK....since our bylaws have no adopted cote of ethics there is room for interpretation. A board member's actions OUTSIDE a meeting can be evaluated from some standard code of ethics...the ones I found say nothing about personal matters such as DUI and seem to be clear that behavior deemed harmful to the community such as undermining the efforts of the board to follow governing documents, openly criticizing other board members, or having a personal agenda, violating privacy by disclosing executive session matters or the purpose and work of the board should be considered...(my interpretation). Secondly, the officers have no right to assign discipline. Any disciplinary action can only be taken if the board decides to hole a trial and that should be in the presence of those who elected the board member. Ours are elected by members at large, not officers. **So I think the president should respond to the accuser that he, the president, has no authority to discipline a director based on our own governing documents and that this board member should request a TRIAL.* Here is a question. Our directors are elected by members at large UNLESS we have a vacancy in the year, at which time the President with agreement of the board can appoint a replacement. This member was appointed and approved by roll call vote of the board. So the trial CAN, as I read it, take place within the board itself He can also make a motion that the board form a committee to establish a code of ethics with established stated accompanying disciplines. ** Quote Link to comment Share on other sites More sharing options...
Quest Posted April 12, 2020 at 01:26 PM Author Report Share Posted April 12, 2020 at 01:26 PM Correct...we have stated reasons to remove a director...failure to remain current on assessments and 3 unexcused absences. * The business and affairs of the corporation and all corporate authority and powers shall be exercised by or under the authority of the Board of directors, subject to limitations imposed by law, The Articles of Incorporation or these Bylaws. * The President shall preside at all meetings of the members and of the Directors and shall have general charge of, and control over, the affairs of the association, subject to the Board of Directors. * * Any Board member absent from three (3) consecutive meetings shall be relieved of his/her office unless excused at each meeting from which he/she is absent. Excused absence determined as sick, working, death in immediate family, vacation or out of town. ** The definition of a member of the P.O.A. Inc. is a property owner who has all membership dues paid up-to-date. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 12, 2020 at 06:48 PM Report Share Posted April 12, 2020 at 06:48 PM 5 hours ago, Quest said: Secondly, the officers have no right to assign discipline. Any disciplinary action can only be taken if the board decides to hole a trial and that should be in the presence of those who elected the board member. Ours are elected by members at large, not officers. 5 hours ago, Quest said: Correct...we have stated reasons to remove a director...failure to remain current on assessments and 3 unexcused absences. It's starting to sound like the statement that your bylaws are silent on discipline is not exactly accurate. So what exactly do your bylaws say about disciplinary procedures? Failing that, what do your bylaws say regarding the term of office for directors? Please quote exactly. 5 hours ago, Quest said: **So I think the president should respond to the accuser that he, the president, has no authority to discipline a director based on our own governing documents and that this board member should request a TRIAL.* Here is a question. Our directors are elected by members at large UNLESS we have a vacancy in the year, at which time the President with agreement of the board can appoint a replacement. This member was appointed and approved by roll call vote of the board. So the trial CAN, as I read it, take place within the board itself I certainly agree that the President has no authority to discipline a director. I have no idea whether the rest of this is correct, since I have not yet received answers to my questions. Quote Link to comment Share on other sites More sharing options...
Quest Posted April 12, 2020 at 07:44 PM Author Report Share Posted April 12, 2020 at 07:44 PM 46 minutes ago, Josh Martin said: It's starting to sound like the statement that your bylaws are silent on discipline is not exactly accurate. So what exactly do your bylaws say about disciplinary procedures? Failing that, what do your bylaws say regarding the term of office for directors? Please quote exactly. I certainly agree that the President has no authority to discipline a director. I have no idea whether the rest of this is correct, since I have not yet received answers to my questions. A Board of Directors, consisting of Nine (9) directors, the president, Vice-President and Secretary/Treasurer shall be elected as set out in paragraph 2 of Articles 1. Terms of the office of the President and Vice President shall be two (2) years. The terms of the office of Secretary/Treasurer shall be one (1) year. Terms of office of directors shall be as set prior to the election according to the vacancies on the board, terms shall be three (3) years, two (2) years and one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty five (45) days. No two members of one family may be serve as Officers or Directors. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 12, 2020 at 10:13 PM Report Share Posted April 12, 2020 at 10:13 PM 2 hours ago, Quest said: A Board of Directors, consisting of Nine (9) directors, the president, Vice-President and Secretary/Treasurer shall be elected as set out in paragraph 2 of Articles 1. Terms of the office of the President and Vice President shall be two (2) years. The terms of the office of Secretary/Treasurer shall be one (1) year. Terms of office of directors shall be as set prior to the election according to the vacancies on the board, terms shall be three (3) years, two (2) years and one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty five (45) days. No two members of one family may be serve as Officers or Directors. Well, if your bylaws do not have their own rules regarding the disciplinary process (which seems... unclear), then based on these facts, removal of a director would require formal disciplinary procedures by the same body that elected the position in the first place. Certainly, those directors which are elected by the membership may be removed only by the membership. I am inclined to agree that the directors which are elected by the board could be removed by the board. A trial is not the first step in the disciplinary procedure, however, it is the last step. So the board member should not call for a trial. Rather, he should call for an investigative committee. See RONR, 11th ed., pgs. 654-668 for more information on disciplinary procedures. Quote Link to comment Share on other sites More sharing options...
Quest Posted April 14, 2020 at 02:38 PM Author Report Share Posted April 14, 2020 at 02:38 PM On 4/12/2020 at 5:13 PM, Josh Martin said: Well, if your bylaws do not have their own rules regarding the disciplinary process (which seems... unclear), then based on these facts, removal of a director would require formal disciplinary procedures by the same body that elected the position in the first place. Certainly, those directors which are elected by the membership may be removed only by the membership. I am inclined to agree that the directors which are elected by the board could be removed by the board. A trial is not the first step in the disciplinary procedure, however, it is the last step. So the board member should not call for a trial. Rather, he should call for an investigative committee. See RONR, 11th ed., pgs. 654-668 for more information on disciplinary procedures. Thank you....I agree. Quote Link to comment Share on other sites More sharing options...
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