Quagmire with President aka the Dictator

[Guest Confused Guest]

We are a small non-profit community organization. Our by-laws specifically state that Roberts Rules of Order “shall be the authority for all questions of procedure at all meetings”. We reside in New Mexico which has an Open Meetings Act (Sunshine law) as well as a Public Information Act (law). The President acts more like a dictator insisting on the other board members follow her dictates. Her actions have caused one board member to resign and another is one the verge.

 

Problem 1: The President has left the state in order to care for her elderly parents. It has been over two months since she left. She is continuing to conduct business as President (filling out paperwork, submitting reports, etc) from where she is now by insisting that everything be sent to her. Before she left, she tried to resign and the two board members that she met with refused to accept her resignation. So, she appointed the VP as “acting” President. Therein lies the issue, she want him to “act” like the President but not have any meetings, not fill out any paperwork, not have access to the mail, not to have access to the email account, etc. The VP has called a meeting of the community members to discuss and act on business that has come up.

My questions are:

1. Did the two board members have the right to refuse her resignation unilaterally?

2. With her stepping away from her position and moving (if only temporary) to another state, does she still have the authority to act as President and insist that she have control over any and all reports, email account, etc.?

3. She insists on being “kept in loop” of all business. What is the Boards responsibility for “keeping her in the loop”? Sending her emails? Allowing her to rule from another state?

4. Is she still considered to be on the board and if so, how much authority does she have at this point?

 

Problem 2: The President refuses to give anyone access to the email account in order that the Secretary can sent out notices and information to the community members. The By-laws specifically state that it is the Secretary’s responsibility to give notice of meetings.

Question: Is there any rule on a President wanting to have control over everything to the point that she is not allowing another officer to do their assigned duties and responsibilities?

 

Problem3: The President flatly refuses to acknowledge that the Board is subject to the Open Meeting Act and the Inspection of Public Records Act and holds board meetings without notice, does not keep any minutes of the “executive board meetings” (which are just her way around having a board meeting with the community present), makes financial decisions without approval of the community members, etc.

Questions: Is there any rule that addresses the situation? On making her comply with requests, the OMA and IPRA?

 

I know that the best thing to do for the organization would be to remove her from her office. We reside in such a small community that taking such course of action would probably cause issues. She puts on such a front that the community thinks that she is such a great person. She may be, but if you do not follow her dictates or question her in any way...well, she becomes not such a nice person.

[Josh Martin]

19 minutes ago, Guest Confused Guest said:

So, she appointed the VP as “acting” President. Therein lies the issue, she want him to “act” like the President but not have any meetings, not fill out any paperwork, not have access to the mail, not to have access to the email account, etc. The VP has called a meeting of the community members to discuss and act on business that has come up.

There is no such thing as an "acting" President unless your rules so provide. So far as RONR is concerned, you're either the President or you're not. In the President's absence, the Vice President would preside over meetings, but would not gain any other authority that your rules grant to the President.

19 minutes ago, Guest Confused Guest said:

1. Did the two board members have the right to refuse her resignation unilaterally?

The body which has the authority to fill vacancies is the body with the power to accept resignations. If the board has this authority, then the board would be the proper body to accept the resignation. It's not clear whether the resignation was presented at a board meeting or if the President just met with two random board members. If the latter, it seems highly doubtful they had the authority to accept (or refuse) her resignation.

The body with the authority to act on this matter could accept or refuse the resignation. As a practical matter, however, you can't really force someone to continue serving, so there generally is not much point in refusing to accept a resignation unless the intent is to remove the person from office instead.

19 minutes ago, Guest Confused Guest said:

2. With her stepping away from her position and moving (if only temporary) to another state, does she still have the authority to act as President and insist that she have control over any and all reports, email account, etc.?

She is still the President and has all of the authority of that office. RONR does not grant the President control over "any and all reports, email account, etc." but it is possible that your rules do.

No rule in RONR provides a mechanism for the President to "step away" from the position or provides that a person loses their office due to moving to another state.

19 minutes ago, Guest Confused Guest said:

3. She insists on being “kept in loop” of all business. What is the Boards responsibility for “keeping her in the loop”? Sending her emails?

RONR provides no responsibility for the board in this regard. There is no rule in RONR which requires that the President be "kept in the loop" on business or that emails be sent to the President.

19 minutes ago, Guest Confused Guest said:

Allowing her to rule from another state?

I don't quite know what this refers to, but as I have noted above, the President retains any authority that your rules provide to this office. All that RONR provides for is for the President to preside over meetings.

19 minutes ago, Guest Confused Guest said:

4. Is she still considered to be on the board and if so, how much authority does she have at this point?

Yes, and the same amount of authority she normally has.

19 minutes ago, Guest Confused Guest said:

Problem 2: The President refuses to give anyone access to the email account in order that the Secretary can sent out notices and information to the community members. The By-laws specifically state that it is the Secretary’s responsibility to give notice of meetings.

Question: Is there any rule on a President wanting to have control over everything to the point that she is not allowing another officer to do their assigned duties and responsibilities?

RONR does not grant the President the authority to do these things.

As a catch-all answer to almost every "Can the President do X" question, see below:

"All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456)

19 minutes ago, Guest Confused Guest said:

Problem3: The President flatly refuses to acknowledge that the Board is subject to the Open Meeting Act and the Inspection of Public Records Act and holds board meetings without notice, does not keep any minutes of the “executive board meetings” (which are just her way around having a board meeting with the community present), makes financial decisions without approval of the community members, etc.

Questions: Is there any rule that addresses the situation? On making her comply with requests, the OMA and IPRA?

This question relates not to RONR, but rather relates to New Mexico law. As a result, the answer to this question is beyond the scope of RONR and this forum.

The one thing I will say is that RONR requires minutes of all meetings, although keeping minutes is the responsibility of the Secretary, not the President. The rest of this appears to relate to the laws in question.

19 minutes ago, Guest Confused Guest said:

I know that the best thing to do for the organization would be to remove her from her office.

It seems to me the best thing to do would have been to grant her request to resign. It may be prudent to ask the President to submit a new resignation, and then accept it this time.

Failing that, I agree that the best thing to do would be to remove her from office.

19 minutes ago, Guest Confused Guest said:

We reside in such a small community that taking such course of action would probably cause issues.

I suppose the organization will need to determine whether the issues involved with removing her are greater or less than the issues the organization is dealing with now.

Edited August 10, 2020 at 09:38 PM by Josh Martin

[Guest Confused Guest]

Thank you.

[Richard Brown]

The only thing I will add to the excellent and detailed post by Josh Martin is that I question whether the New Mexico "Open Meetings Law" applies to this type organization.  Open Meetings Laws, also called Sunshine  Laws, typically apply only to public bodies such as city councils, school  boards, zoning boards, etc.  They rarely apply to  voluntary private organizations, although some states have somewhat  similar laws that apply to homeowner type associations.  I would check with an attorney to see if this body is subject to the state's open meetings law. 

Knowing a bit more about the nature of this organization might help us to give better answers, but the question of whether it is subject to the state's open meetings laws is really a legal question.

[Rob Elsman]

See FAQ #20 at the Official Robert's Rules of Order website, www.robertsrules.com.

[Guest Confused Guest]

The Board rents a County owned building. The contract between them and the County states: "WHEREAS the County is empowered by NMSA 1978 16-6-31 to own, maintain, operate, and conduct the XXXXX Community Building for the purpose of community activities; and,  WHEREAS: the Board is an arm of the County that is subject to certain statutory provisions regarding inspection of public records, and open meetings when it undertakes to assume and carry out the County powers set forth above."  There has already been a complaint filed with the NM Attorney General's office for violating the OPA and IPRA. The person who file the complaint worked with the New Mexico Foundation for Open Government  organization which agreed that the Community Center Board is subject to the OMA and IPRA. Therefore, I am fairly confident that they have to comply with those two laws.

The Board oversees and runs the Community Center where they provide meals for seniors; sack lunches for school kids during the summer; has a food pantry for members of the community to receive free food; sponsors events for the community; etc. They receive money from the state; from donations; from fundraisers; and, by charging a small fee to attend the events.

[Guest Confused Guest]

FYI if this helps:

The by-laws address the terms of office as : "Board members are elected for three year terms. Officers shall be elected from and by the board for one year."   Also they address removal of a board member in the following manner: " A Board member can be removed with the concurrence of a majority of the Board and by a two-thirds vote of those in attendance at a special Board meeting called for the purpose of discussing the removal of a Board member."

[Atul Kapur]

This raises even more questions.

15 minutes ago, Guest Confused Guest said:

by a two-thirds vote of those in attendance

This means that you need a two-thirds vote and that abstentions have the same effect as a no vote, because the denominator is not the usual "present and voting" but rather all those members of the board who are present. But then you have the contradictory phrase

17 minutes ago, Guest Confused Guest said:

with the concurrence of a majority of the Board

 which may mean that not only do you have to meet the condition of two-thirds of those present but also that the votes in the affirmative have to be a majority of the entire board. This is just one possible interpretation and it would be better to sort this out before the event arises - or ensure that you have enough votes in favour of removing the president to meet both criteria.

[Guest Confused Guest]

So with this phrase : "Board members are elected for three year terms. Officers shall be elected from and by the board for one year." , if the Board holds a meeting to elect officers from the present Board and elects say the VP to become President and the now President to become let's say Member at Large. That would be appropriate?

[Richard Brown]

Guest Confused Guest, do your bylaws say anything about 1) EXACTLY when the terms of office begin, 2) EXACTLY when the termx end, and 3) whether officers continue to serve until their  successors are elected.  Those items may all be in different parts of the bylaws. If any of those provisions are in your bylaws, please quote the provisions EXACTLY.   It is unusual for bylaws to say officers serve a particular length of term without specifying when the terms begin and/or end.   In your case, the officers apparently serve terms of three years, but  exactly when do those terms begin and end?

To give you an example of what you are looking for, bylaws frequently provide that officers' terms begin and end upon adjournment of the annual meeting or convention or they provide a calendar date, such as January 1.

[Josh Martin]

6 hours ago, Guest Confused Guest said:

So with this phrase : "Board members are elected for three year terms. Officers shall be elected from and by the board for one year." , if the Board holds a meeting to elect officers from the present Board and elects say the VP to become President and the now President to become let's say Member at Large. That would be appropriate?

Well, that's not exactly how it works. You can't just move people around.

You'd have to remove the President from office first. In that event, the President would become Vice President. Someone else would be Vice President. I think the President would, in this instance, automatically be a "Member at Large," since she would now hold no office but is still a board member.

I suppose you could do it this way if you want to just wait until her term as President expires and it's time to elect new officers anyway.

5 hours ago, Richard Brown said:

Guest Confused Guest, do your bylaws say anything about 1) EXACTLY when the terms of office begin, 2) EXACTLY when the termx end, and 3) whether officers continue to serve until their  successors are elected.  Those items may all be in different parts of the bylaws. If any of those provisions are in your bylaws, please quote the provisions EXACTLY.   It is unusual for bylaws to say officers serve a particular length of term without specifying when the terms begin and/or end.   In your case, the officers apparently serve terms of three years, but  exactly when do those terms begin and end?

The board members serve three years, the officers serve one year. Apparently the goal is to remove this person as President but leave her on the board.

[Atul Kapur]

49 minutes ago, Josh Martin said:

You'd have to remove the President from office first. In that event, the President would become Vice President.

I think you meant to say that if they remove the President from her position, then the VP automatically becomes the President. 

[Richard Brown]

3 hours ago, Josh Martin said:

.The board members serve three years, the officers serve one year. Apparently the goal is to remove this person as President but leave her on the board.

Ah, yes.  Thank you for pointing that out.

[Guest Confused Guest]

The following is taken exactly (the only thing left out was the name of the community) from the by-laws concerning electing the board and the terms of office.

Election: The election of board members and officers shall be by the Community present at the annual community meeting in December.

Term of Office: Board members are elected for three year terms.  Officers shall be elected from and by the board for one year.

The President, Vice President, Treasurer and Member at Large were all elected at the annual meeting in December of 2018 and took office January 1, 2019.

[Richard Brown]

30 minutes ago, Guest Confused Guest said:

The President, Vice President, Treasurer and Member at Large were all elected at the annual meeting in December of 2018 and took office January 1, 2019.

Where does the January 1 date come from? Unless your bylaws specify that that’s when the officers take office, they actually should have taken office the very instant they were elected.. Are you sure there is absolutely nothing in your bylaws about when the officers and board members terms begin or end?

[Josh Martin]

16 hours ago, Atul Kapur said:

I think you meant to say that if they remove the President from her position, then the VP automatically becomes the President. 

Yes, thanks. That makes a lot more sense.

20 minutes ago, Richard Brown said:

Where does the January 1 date come from? Unless your bylaws specify that that’s when the officers take office, they actually should have taken office the very instant they were elected.. Are you sure there is absolutely nothing in your bylaws about when the officers and board members terms begin or end?

In any event, if the terms of officers are one year, the board seems to be overdue for an election.

52 minutes ago, Guest Confused Guest said:

The following is taken exactly (the only thing left out was the name of the community) from the by-laws concerning electing the board and the terms of office.

Election: The election of board members and officers shall be by the Community present at the annual community meeting in December.

Term of Office: Board members are elected for three year terms.  Officers shall be elected from and by the board for one year.

The President, Vice President, Treasurer and Member at Large were all elected at the annual meeting in December of 2018 and took office January 1, 2019.

Based on these facts, it appears the board can (and should) hold a new election for officers as soon as possible, since this should have happened at the meeting in 2019 but apparently did not.

Edited August 12, 2020 at 03:23 AM by Josh Martin

[Guest Confused Guest]

No, there's nothing with any dates. I guess that technically they took office as soon as they were elected but they didn't have their first board meeting as a new board until January 2019. Wish I could upload the by-laws.  Reading it again, I think those two sections contradict each other.

[Gary Novosielski]

2 hours ago, Guest Confused Guest said:

The following is taken exactly (the only thing left out was the name of the community) from the by-laws concerning electing the board and the terms of office.

Election: The election of board members and officers shall be by the Community present at the annual community meeting in December.

Term of Office: Board members are elected for three year terms.  Officers shall be elected from and by the board for one year.

The President, Vice President, Treasurer and Member at Large were all elected at the annual meeting in December of 2018 and took office January 1, 2019.

Well, there's a direct contradiction about who votes for officers and when.

The first paragraph says they're elected by the community at the annual meeting.  The second says they're elected by the board at a board meeting, and that only board members are eligible to become officers.

That needs to be cleaned up.

[Guest Confused Guest]

There appears to be several contradictions in the bylaws. There needs to be a review of them and revisions made. As per the bylaws, they are suppose to be reviewed every two years and have not been since 2016. Also per the bylaws, there is suppose to be an independent audit of the financial books done every year and there has not been since who knows when. The current President will not form committees to do those things as then it takes things out of her control.  She even refuses to give the Secretary the minutes from past board meetings from when she took over in 2019. It's a mess!  So when there is contradictions in the bylaws, is it just a toss of the coin to which one they follow?

[Josh Martin]

30 minutes ago, Guest Confused Guest said:

As per the bylaws, they are suppose to be reviewed every two years and have not been since 2016. Also per the bylaws, there is suppose to be an independent audit of the financial books done every year and there has not been since who knows when.

Neither of these examples seem to be conflicts "in the bylaws." Rather, it is a conflict between what the bylaws say and what your society has actually been doing. Your organization should begin following its bylaws again immediately.

31 minutes ago, Guest Confused Guest said:

So when there is contradictions in the bylaws, is it just a toss of the coin to which one they follow?

No, of course not.

When there are conflicts in the bylaws, the society will need to interpret its bylaws as best as it can. Some Principles of Interpretation are found in RONR, 11th ed., pgs. 588-91 for some Principles of Interpretation. None of the Principles of Interpretation is to flip a coin.