Interpretation of Bylaw for expulsion of member

[Guest Chris]

There is a discipline issue before our BOD and Discipline Committee. Our discipline process is that of RONR. In addition, there is a bylaw that pertains. The issue falls under our interpretation of the Code of Ethics. 

Does the following bylaw given authority to the BOD, by two-thirds vote, to terminate the membership of a member that violates the Code of Ethics? If so,  how is it determined that the Code of Ethics has been violated? Is it the opinion of the BOD or does there have to be a trial by the Discipline Committee?

"2.4.1     The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors, or by a two-thirds (2/3) majority vote of votes cast by the Active and Life members in attendance at a special or annual meeting of the association for which a quorum is present, for cause by disciplinary proceedings or for violation of the Code of Ethics of the association."

[Josh Martin]

It should first be noted that questions concerning the interpretation of the organization's bylaws and code of ethics ultimately are up to the organization itself to determine, and will require a review of these documents in their entirety. RONR, 11th ed., pgs. 588-591 has some Principles of Interpretation which may be of assistance in this regard. With that said, I will do what I can to provide limited guidance on these questions based upon the limited facts provided.

18 minutes ago, Guest Chris said:

Does the following bylaw given authority to the BOD, by two-thirds vote, to terminate the membership of a member that violates the Code of Ethics?

That would appear to be the case, since the rule specifically states that "The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors... for violation of the Code of Ethics of the association."

18 minutes ago, Guest Chris said:

If so,  how is it determined that the Code of Ethics has been violated? Is it the opinion of the BOD or does there have to be a trial by the Discipline Committee?

Based solely on what is provided here, it would seem to be in the opinion of the board, since the rule in question makes no reference to a Discipline Committee.

It may well be, however, that the society has other rules establishing the "Discipline Committee" and defining the role of that committee in these matters, and those rules may affect the answer to this question. This is why, as I said earlier, that interpreting rules properly requires reading them in their entirety.

Edited July 2, 2020 at 05:19 PM by Josh Martin

[Guest Chris]

Josh Martin,

59 minutes ago, Josh Martin said:

It may well be, however, that the society has other rules establishing the "Discipline Committee" and defining the role of that committee in these matters, and those rules may affect the answer to this question. This is why, as I said earlier, that interpreting rules properly requires reading them in their entirety.

A Discipline Committee has been established as a Standing committee in the bylaws.

"5.1.3     The Discipline Committee shall be composed of five (5) members. The members of this committee shall be alert to and shall investigate disciplinary issues, shall review all written complaints on disciplinary issues, shall determine if charges shall be brought, shall manage each case and report the necessary and recommended resolutions and, shall hold the trial, if it should be necessary. Any behavior that injures the good name of the association, disturbs its well-being, or hampers its work is subject to disciplinary action. A written report for each investigation shall be given to the Board of Directors."

[Guest Chris]

1 hour ago, Josh Martin said:

It may well be, however, that the society has other rules establishing the "Discipline Committee" and defining the role of that committee in these matters, and those rules may affect the answer to this question. This is why, as I said earlier, that interpreting rules properly requires reading them in their entirety.

The Discipline Committee is established as a Standing Committee in the Bylaws.

5.1.3     The Discipline Committee shall be composed of five (5) members. The members of this committee shall be alert to and shall investigate disciplinary issues, shall review all written complaints on disciplinary issues, shall determine if charges shall be brought, shall manage each case and report the necessary and recommended resolutions and, shall hold the trial, if it should be necessary. Any behavior that injures the good name of the association, disturbs its well-being, or hampers its work is subject to disciplinary action. A written report for each investigation shall be given to the Board of Directors.

[Rob Elsman]

Ultimately, it's your bylaw, so you tell us.

[Josh Martin]

55 minutes ago, Guest Chris said:

A Discipline Committee has been established as a Standing committee in the bylaws.

"5.1.3     The Discipline Committee shall be composed of five (5) members. The members of this committee shall be alert to and shall investigate disciplinary issues, shall review all written complaints on disciplinary issues, shall determine if charges shall be brought, shall manage each case and report the necessary and recommended resolutions and, shall hold the trial, if it should be necessary. Any behavior that injures the good name of the association, disturbs its well-being, or hampers its work is subject to disciplinary action. A written report for each investigation shall be given to the Board of Directors."

There seems to be some ambiguity in the meaning of these two rules, taken together. On the one hand, this clause seems to clearly provide that the Discipline Committee "shall investigate disciplinary issues, shall review all written complaints on disciplinary issues, shall determine if charges shall be brought, shall manage each case and report the necessary and recommended resolutions and, shall hold the trial, if it should be necessary." On the other hand, the other rule clearly states "The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors... for violation of the Code of Ethics of the association."

My best guess is that the intent is to have the Discipline Committee make a recommendation regarding the matter (after its process is concluded) to the board or membership, which makes the final decision. Then again, I didn't write these rules, and maybe there's even more provisions scattered throughout the bylaws regarding discipline I don't know about that would change the answer further. So I'd take this answer with a very large helping of salt.

As I have noted previously, the organization will ultimately need to determine what its own bylaws mean. In the long run, it would seem prudent to amend the bylaws to clarify this issue.

[Guest Chris]

Our current interpretation is that the Discipline Committee shall investigate the information that has been circulating in the association (with no formal complaints filed) and make a recommendation to the Board of Directors on whether they should take one of two routes: 1) file charges, and follow the disciplinary process through to trial or 2) recommend that the BOD act in accordance with Bylaw 2.4.1 " The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors, or by a two-thirds (2/3) majority vote of votes cast by the Active and Life members in attendance at a special or annual meeting of the association for which a quorum is present, for cause by disciplinary proceedings or for violation of the Code of Ethics of the association."

14 minutes ago, Josh Martin said:

In the long run, it would seem prudent to amend the bylaws to clarify this issue.

Would the clarification indicate that the order of precedence is Bylaw 2.4.1 over the Discipline Committee description or would the clarification be to included in the committee description, identifying whether the bylaw or the committee duties have precedence?

Thank you. I appreciate the help you have given on this matter.

[Josh Martin]

25 minutes ago, Guest Chris said:

Would the clarification indicate that the order of precedence is Bylaw 2.4.1 over the Discipline Committee description or would the clarification be to included in the committee description, identifying whether the bylaw or the committee duties have precedence?

No, I don't think this clarifies anything. Keep in mind that currently, neither of the rules says anything about a recommendation, so I don't see how adding a rule about "precedence" would make clear that this is what is supposed to happen.

If the society wishes to clarify these rules, it should add language which clearly states what it wants the rules to be.

[Atul Kapur]

I agree that interpretation of your bylaws is up to your organization. FWIW, my interpretation (reading it in a way that makes everything make sense when read together, as per Principle of Interpretation 2 in RONR 11th ed., p. 589) I read it to say that you have four different pathways to terminate a membership.

Two different bodies could do it:
A) two-thirds (2/3) majority vote of the full Board of Directors
OR
B ) a two-thirds (2/3) majority vote of votes cast by the Active and Life members in attendance at a special or annual meeting of the association for which a quorum is present

and either of them can do it on one of two grounds:
i) for cause by disciplinary proceedings
OR
ii) for violation of the Code of Ethics of the association

So the four pathways are A/i, A/ii, B/i, and B/ii.

I further read the bylaws to define "for cause" in pathways A/i or B/i as "Any behavior that injures the good name of the association, disturbs its well-being, or hampers its work is subject to disciplinary action." [taken from 5.1.3]

I don't see that you need to go through the discipline committee if you are invoking ground (ii), the violation of the Code of Ethics. In that situation, I agree with Mr. Martin in his first response, that the decision on whether the code has been violated would be the opinion and judgement of the body making the decision, whether (A) or (B).
BTW, I presume you actually have a Code of Ethics and that the items listed in the 5.1.3 don't appear in that code. Otherwise (i) and (ii) are redundant.

Your Discipline Committee appears to have the functions of both the investigation committee and the trial committee that are described in RONR 11th ed., pages 656-669. Your bylaw 5.1.3, in fact, appears to be a slightly reworded quote from p. 669, lines 10-36, which describes a "Committee on Discipline" that can have both functions.

To summarize by answering your original questions:

Quote

Does the following bylaw given authority to the BOD, by two-thirds vote, to terminate the membership of a member that violates the Code of Ethics?

Yes. This is pathway A/ii B/ii

Quote

If so,  how is it determined that the Code of Ethics has been violated? Is it the opinion of the BOD or does there have to be a trial by the Discipline Committee?

The members of the board make that decision for themselves. A/ii or B/ii do not require the involvement of the discipline committee

 

Edited July 4, 2020 at 02:21 AM by Atul Kapur
Added summary. Then corrected error as noted.

[Guest Chris]

Thank you for the interpretations.

Chris