Enforcing the Bylaws

[PSteinbroner]

California nonprofit mutual benefit corp with 450 voting members----bylaws very specific about members who can serve on the Board----must have submitted written application for both spouses, $1500 non refundable deposit and $150 per month.  Nominating Committee has nominated an Honorary Member---who pays no dues, has not paid a deposit and his wife is not a member.   However, the Board has put this person's name up for voting---citing they can interpret the bylaws as they see fit---since no one will attend the meeting---and vast majority of members are unaware of the bylaws or even care, what remedy is there to enforce the written bylaws when the Board acts with such shameless disregard and want to put this person on the Board so they can control him?

[Richard Brown]

4 hours ago, PSteinbroner said:

California nonprofit mutual benefit corp with 450 voting members----bylaws very specific about members who can serve on the Board----must have submitted written application for both spouses, $1500 non refundable deposit and $150 per month.  Nominating Committee has nominated an Honorary Member---who pays no dues, has not paid a deposit and his wife is not a member.   However, the Board has put this person's name up for voting---citing they can interpret the bylaws as they see fit---since no one will attend the meeting---and vast majority of members are unaware of the bylaws or even care, what remedy is there to enforce the written bylaws when the Board acts with such shameless disregard and want to put this person on the Board so they can control him?

What remedy do you have?  Elect new board members or try to discipline or remove those who refuse to follow the bylaws.  For how to remove officers and board members, see FAQ No. 20 on the main website: https://robertsrules.com/faq.html#20

For disciplinary matters generally, see chapter XX of RONR.  Discipline can range from simple censure to suspension, removal from office, and even expulsion.  If you have disciplinary proceedings spelled out in your bylaws, those procedures will control.

Any member can raise a point of order at a meeting that this nominee does not meet the qualifications for serving on the board.  The chair rules on the point of order.  Any two members can appeal the ruling of the chair to the assembly, which has the final word.

I suspect, though, since a nominating committee nominated this person, the committee members are probably not elected but appointed, so removal from office may not be a viable option. 

 

[Josh Martin]

14 hours ago, Richard Brown said:

I suspect, though, since a nominating committee nominated this person, the committee members are probably not elected but appointed, so removal from office may not be a viable option. 

Well, removing the members of the nominating committee wouldn't really be an option anyway, since the nominating committee ceases its existence after it has made its final report. So there soon will be no committee left to remove them from.

The fact that the person was nominating by a member of the nominating committee has no bearing on the procedure for raising a Point of Order regarding this person's election, and also has no bearing on how other members of the board may be removed.

Edited May 10, 2020 at 03:18 PM by Josh Martin

[smb]

As noted above, under RONR,  a point of order can be raised at the meeting that the individual is ineligible for office and should be removed from the ballot. If the chair rules against the point of order, the chair's ruling can be appealed.  If the chair's ruling is sustained and they are allowed to remain on the ballot, votes for ineligible candidates are considered illegal votes and should not be counted.  If their votes are counted and they are elected, their election is null and void.  If they are not elected, but draw sufficient votes to effect the election what happens next pretty much depends upon the specific wording of your bylaws.   If, after all of this occurs, an ineligible candidate is elected then "enforcing" the bylaws becomes a legal matter -- which is beyond the scope of this forum.

But first....you say that the Board believes it has the ability to interpret the bylaws as they see fit. If the bylaws are clear, there is nothing to interpret and they should be followed and enforced.  But if there is truly an ambiguity,  since you are incorporated the board may have the authority to interpret them -- of course, the interpretation must be reasonable. Again, this may be a legal issue beyond the scope of this forum.

[Richard Brown]

51 minutes ago, smb said:

 . . . a point of order can be raised at the meeting that the individual is ineligible for office and should be removed from the ballot. If the chair rules against the point of order, the chair's ruling can be appealed.  If the chair's ruling is sustained and they are allowed to remain on the ballot, votes for ineligible candidates are considered illegal votes and should not be counted. . . .

But, if the point of order is not sustained and the candidate is found to be eligible for office, shouldn't the votes for him therefore be counted?  What basis is there for the tellers to ignore the ballots if the candidate has been found to be eligible?

[Josh Martin]

9 hours ago, smb said:

As noted above, under RONR,  a point of order can be raised at the meeting that the individual is ineligible for office and should be removed from the ballot. If the chair rules against the point of order, the chair's ruling can be appealed.  If the chair's ruling is sustained and they are allowed to remain on the ballot, votes for ineligible candidates are considered illegal votes and should not be counted.  If their votes are counted and they are elected, their election is null and void.  If they are not elected, but draw sufficient votes to effect the election what happens next pretty much depends upon the specific wording of your bylaws.

I don't quite follow why the tellers should ignore the assembly's decision that this individual is eligible. If the assembly determines that the candidate is ineligible, then any votes cast for this person should indeed be treated as illegal votes. If the assembly has just determined that this individual is eligible, however, the tellers' committee (which is subordinate to the assembly) is obliged to follow that decision, even if it may be incorrect.

9 hours ago, smb said:

If, after all of this occurs, an ineligible candidate is elected then "enforcing" the bylaws becomes a legal matter -- which is beyond the scope of this forum.

A Point of Order could also be raised regarding the candidate's election at a later meeting, since it is a continuing breach.

9 hours ago, smb said:

But first....you say that the Board believes it has the ability to interpret the bylaws as they see fit. If the bylaws are clear, there is nothing to interpret and they should be followed and enforced.  But if there is truly an ambiguity,  since you are incorporated the board may have the authority to interpret them -- of course, the interpretation must be reasonable.

I would note that (if the membership is the body with the power to amend the bylaws, as is generally the case), then it is ultimately up to the membership to interpret the bylaws, at least as a parliamentary matter. The board potentially could have the authority to interpret the bylaws between meetings of the membership.

[Dan Honemann]

It might be helpful to know what is meant by the phrase "since no one will attend the meeting" in the original statement of facts. What meeting is being referred to here and why will no one be attending it? I suspect this means that it may be quite some time before anyone will have an opportunity to raise a point of order.

[Josh Martin]

15 minutes ago, Daniel H. Honemann said:

It might be helpful to know what is meant by the phrase "since no one will attend the meeting" in the original statement of facts. What meeting is being referred to here and why will no one be attending it? I suspect this means that it may be quite some time before anyone will have an opportunity to raise a point of order.

The board has apparently announced that the annual meeting will be replaced "with a "Proxy Only Meeting" in which members fill out proxy forms with all votes to be held by President," a decision which itself is questionable whether it is within the board's authority (or even legal).

In any event, certainly if the meeting is held in this manner, it is likely a Point of Order will not be able to be raised until a future meeting of the membership.