Denying a Board Members Right to Vote

[Jabber]

The following has recently occurred at a small club that I belong to. The constitution of the club states: “Roberts Rules of order shall govern the procedural matters at all meetings unless the Constitution and By-Laws state otherwise”.  Nothing in either of these documents addresses the issue I am about to share.

 

At a regular scheduled BOD meeting one member (Person A) of the board requested that another member (PersonB)resign from the board over something that did not occur on club property, at a club function, had anything to do with the club nor had anything to do with person A. The reason for the resignation request was of personal and confidential nature and should not have been public knowledge. In the event that he (Person B did not resign Person A would “drag his (Person B’s) name through the mud”. The meeting was adjourned without Person B resigning.  The President of the Club (Person C), then filed a complaint with the BOD against Person A for “intimidating, humiliating and threatening” a fellow member of the board. The president felt it was his responsibility to file the complaint as the By-Laws states that “any member of the board shall enforce decorum at all times on part of the members and guests”. According to the By-Laws, Person A had 10 days to request a hearing with the BOD. It was at this hearing that things really went crazy. Person A read a very lengthy rebuttal to the complaint and asked that 2 witnesses who were not present at the first board meeting to defend him. Person A stated that these witnesses would support his reasoning to ask for the resignation. The BOD did not allow these witnesses since they were not privy to the details of the complaint. The president then asked for a copy of Person A’s rebuttal, which was refused. The Chairman of the Board then asked Person A, Person B and Person C to recuse themselves from voting on taking action on the complaint since they all were personally involved. After much discussion against this request the Chair then asked the remaining 6 members of the BOD to vote on if they would allow any of the 3 to vote on actions on the complaint. With a 3 to 3 tie the chair voted to break the tie and not allow any of the 3 to vote. This decision then went forward with a vote on the complaint with the same results of a 3 to 3 tie and this time the chair dismissed the complaint.

 

I am very new to parliamentary procedure and I do not believe it was followed in many aspects of the situation and therefore I have several questions. Hopefully someone can point me in the direction where each of these questions are referenced in the Rules of Order.

1.      Was the process procedurally correct?

2.      Does any member have the authority to demand another member resign from the board?

3.      Was decorum followed when Person A asked for the resignation?

4.      Was decorum followed when Person A threatened to bring Person B’s name through the mud?

5.      Was the president out of line in filing the complaint?

6.      Should a copy of the rebuttal have been shared with board members?

7.      Is it appropriate not to allow board members to review the rebuttal?

8.      Should Person B have been eliminated from voting?

9.      Does the board chairman have the right to ask members of the BOD to vote on removing other member’s rights to vote?

10.  Is it standard procedure that the complainant cannot vote on actions regarding a complaint he authored?

11.  Does the board chairman have the right to tell the president who is a voting member of the board that he cannot vote since he is the author of the complaint?

12.  Is there anything else we should be aware of when these types of situations occur in the future?

13. Since the BOD has already taken action by dismissing the complaint, can it be brought back up to be addressed using Robert’s Rules of Order more correctly?

Thanks

Edited December 23, 2020 at 01:06 PM by Jabber

[Guest Puzzling]

Seems like a big mess. 

Maybe best is to refer to the section in RONR on discipline. It is a good and comprehensive section, and this way I do not need to go into details., there are to many ways it went wrong.

Personally I think all 3 members need to take some blame.

Person A should only have started it in executive (secret) session, but depending on the situation (were any non board members present?), but yes you may ask not order) a member to resign, but threats are out of order.

Leave it here for the moment.

 

 

[George Mervosh]

1 hour ago, Jabber said:

The following has recently occurred at a small club that I belong to. The constitution of the club states: “Roberts Rules of order shall govern the procedural matters at all meetings unless the Constitution and By-Laws state otherwise”.  Nothing in either of these documents addresses the issue I am about to share. 

Your whole second paragraph seems to suggest otherwise.

[Richard Brown]

Agreeing with guest puzzling, and for the moment declining to wade any further into this mess, I urge you to get a copy of RONR, preferably the New and current 12th edition, and read chapter xx on disciplinary procedures carefully.

 Adding a few miscellaneous observations and comments, any provisions on disciplinary procedures in your own bylaws will trump any provisions in RONR.

Any member is perfectly free to ask any other member to resign, but it is merely a request which can of course be declined.

it is unlikely that the chairman, the president, or the board had the authority to deprive any of the three members of the right to vote. However, if it was a formal trial following the procedures of chapter xx of RONR, it is possible that the accused would not have had the right to vote. I cannot tell from your narrative whether these procedures were being followed. Heck, it’s not even clear who the accused is because it seems like there have been accusations back-and-forth between three members. 
 

Members may be asked to refrain from voting, but except in extremely limited circumstances, such as an actual trial as provided in RONR, voting rights cannot be suspended. 

The procedures you described do not appear to be following the disciplinary procedures in RONR. 

Edited to add:  it appears that your bylaws do contain procedures on discipline, if that is the case, as I said earlier, the disciplinary procedures in RONR may or may not be applicable and might be only partially applicable, depending on what is in your own bylaws.

 

Edited December 23, 2020 at 02:14 PM by Richard Brown
Added last paragraph

[Guest Puzzling]

Agreeing with guest puzzling, and for the moment declining to wade any further into this mess, I urge you to get a copy of RONR, preferably the New and current 12th edition, and read chapter xx on disciplinary procedures carefully

I would say get the 12th edition (not just preferably) Only when very dire get the 11th , forget about earlier editions.

(And e-book also just get the 12th, forget earlier ones)

If the 12th edition looks to hard (it is rather big) get RONR in brief 3th edition as well as introduction. 

 

[Bruce Lages]

34 minutes ago, Guest Puzzling said:

If the 12th edition looks to hard (it is rather big) get RONR in brief 3th edition as well as introduction. 

 

I'm afraid that RONR in Brief won't be much help in these circumstances - it only touches on disciplinary procedures in a very passing manner. The big book is necessary for this one.

[Guest Puzzling]

14 minutes ago, Bruce Lages said:

I'm afraid that RONR in Brief won't be much help in these circumstances - it only touches on disciplinary procedures in a very passing manner. The big book is necessary for this one.

I agree (I wrote as well, as extra) but still the in brief is a good introduction in RONR in general, and I think we are helping somebody who did not even know that there was a 12th edition

[Richard Brown]

1 hour ago, Guest Puzzling said:

If the 12th edition looks to hard (it is rather big) get RONR in brief 3th edition as well as introduction.

Agreeing with Bruce Lages,  RONR in Brief has practically nothing on disciplinary proceedings. If you need information on disciplinary proceedings, you need the big book, not the “In Brief” version. And the reason I said to “ preferably“ get the 12th edition is that the disciplinary proceedings are essentially the same in both the 11th and 12th editions. However, there is a huge difference in the section on disciplinary proceedings between the 10th and the 11th edition. It was greatly expanded in the 11th edition.

Edited December 23, 2020 at 03:41 PM by Richard Brown
Added reference to the comment by Bruce Lages

[Josh Martin]

4 hours ago, Jabber said:

1.      Was the process procedurally correct?

I don't know. You say at the beginning that "Nothing in either of these documents addresses the issue I am about to share," but you then make allusion to a disciplinary procedure contained within the bylaws, making reference to "filing a complaint" and saying "According to the By-Laws, Person A had 10 days to request a hearing with the BOD." So it would seem to me that the bylaws do, in fact, contain disciplinary procedures. Those procedures are controlling. Since I do not know what those procedures are (save the very brief references here), I have no idea whether the process described here was correct.

4 hours ago, Jabber said:

2.      Does any member have the authority to demand another member resign from the board?

A resignation, by definition, is a voluntary act. A member could certainly request that another member resign from the board, but the other member is free to refuse.

4 hours ago, Jabber said:

3.      Was decorum followed when Person A asked for the resignation?

No, I don't think so. Asking for another member's resignation, in and of itself, is not indecorous. We are told, however, that the request "was of personal and confidential nature." It seems likely based upon this summary that indecorous comments were made.

RONR notes in connection with disciplinary procedures the following rules, which do not seem to have been followed in this instance:

"A member or officer has the right that allegations against his good name shall not be made except by charges brought on reasonable ground." RONR (12th ed.) 63:5

"For the protection of parties who may be innocent, the first resolution should avoid details as much as possible. An individual member may not prefer charges, even if that member has proof of an officer’s or member’s wrongdoing. If a member introduces a resolution preferring charges unsupported by an investigating committee’s recommendation, the chair must rule the resolution out of order, informing the member that it would instead be in order to move the appointment of such a committee (by a resolution, as in the example above). A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, “Whereas, It seems probable that the treasurer has engaged in graft,…” At the first mention of the word “graft” in such a case, the chair must instantly call to order the member attempting to move the resolution." RONR (12th ed.) 63:11 

4 hours ago, Jabber said:

4.      Was decorum followed when Person A threatened to bring Person B’s name through the mud?

No, certainly not.

4 hours ago, Jabber said:

5.      Was the president out of line in filing the complaint?

I don't know. This appears to relate to a process in your own bylaws which I am not familiar with. The disciplinary procedures in RONR do not involve a member "filing a complaint."

4 hours ago, Jabber said:

6.      Should a copy of the rebuttal have been shared with board members?

Ultimately, I don't know, since your organization appears to have its own disciplinary procedures which I am not familiar with.

To the extent that the disciplinary procedures in RONR are applicable, those procedures would not require that a copy of a statement made during the trial be shared with members of the trial body, although the assembly certainly could order this if it wished.

5 hours ago, Jabber said:

7.      Is it appropriate not to allow board members to review the rebuttal?

See above.

5 hours ago, Jabber said:

8.      Should Person B have been eliminated from voting?

RONR says the following on this matter:

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

RONR leaves it up to the member's own judgment to determine whether the member has "a direct personal or pecuniary interest not common to other members of the organization."

It may also be, however, that your organization's bylaws have their own rules on this subject, particularly in regard to the person who is the subject of the trial.

5 hours ago, Jabber said:

9.      Does the board chairman have the right to ask members of the BOD to vote on removing other member’s rights to vote?

No. See above.

5 hours ago, Jabber said:

10.  Is it standard procedure that the complainant cannot vote on actions regarding a complaint he authored?

There is no "complainant" in the disciplinary procedures in RONR. Only the society itself may bring charges against a member.

In any event, see above.

5 hours ago, Jabber said:

11.  Does the board chairman have the right to tell the president who is a voting member of the board that he cannot vote since he is the author of the complaint?

No. See above.

5 hours ago, Jabber said:

12.  Is there anything else we should be aware of when these types of situations occur in the future?

Nothing comes to mind.

5 hours ago, Jabber said:

13. Since the BOD has already taken action by dismissing the complaint, can it be brought back up to be addressed using Robert’s Rules of Order more correctly?

Your organization appears to have its own disciplinary procedures, so I don't know to what extent the disciplinary procedures in RONR are applicable. In any event, however, the matter certainly could be brought back up again, unless your organization's rules provide otherwise.

[Joshua Katz]

I agree with the above answers, and am also hesitant to wade into the specifics. I would just add a general observation, though:

11 hours ago, Jabber said:

The President of the Club (Person C), then filed a complaint with the BOD against Person A for “intimidating, humiliating and threatening” a fellow member of the board. The president felt it was his responsibility to file the complaint as the By-Laws states that “any member of the board shall enforce decorum at all times on part of the members and guests”.

Presumably, Person C was presiding at the time. According to both RONR and, in my view, this bylaws provision (although that doesn't really matter in this instance), the President should have reacted and enforced decorum during the meeting, not afterwards. In particular, the provisions in RONR for dealing with violations during a meeting should have been followed. That would have likely kept things from spinning out of control.

In other words, Person C felt this responsibility because he though, it seems, that A was intimating, humiliating, and threatening a board member during a meeting. Consequently, he should have put a stop to this. Even if he wasn't the chair, he could have raised a point of order.

[Josh Martin]

1 hour ago, Joshua Katz said:

Presumably, Person C was presiding at the time. According to both RONR and, in my view, this bylaws provision (although that doesn't really matter in this instance), the President should have reacted and enforced decorum during the meeting, not afterwards.

It's not entirely clear to me whether the President was presiding. The organization appears to have both a President and a separate Chairman of the Board.

[Gary Novosielski]

14 hours ago, Jabber said:

In the event that he (Person B did not resign Person A would “drag his (Person B’s) name through the mud”.

I am not a lawyer, but that sounds and walks and quacks like extortion.