Hpopw to discipline a board member without meeting

[Guest Puzzling]

If an organization has only a yearly members meeting and the bylaws do not mention special meetings.

How can the organisation get rid of a non functioning boardmember? (Other than waiting for the next AGM)

[Josh Martin]

42 minutes ago, Guest Puzzling said:

If an organization has only a yearly members meeting and the bylaws do not mention special meetings.

How can the organisation get rid of a non functioning boardmember? (Other than waiting for the next AGM)

It can't, unless the bylaws provide some other mechanism for removing board members (such as granting this power to the board).

[Richard Brown]

Agreeing with Mr. Martin, it is likely that only the board could do this, especially if all officers and board members are elected for one year terms. Whether the board has this power will depend upon the powers granted to the board in the bylaws.

Edited to add:  I do not think the bylaws would necessarily have to specifically mention the power of removal from office. If the grant of power to the board is broad enough, I think that would could include the ability to remove people from office. 

Edited February 1, 2021 at 07:04 PM by Richard Brown
Added last paragraph

[Guest Guest]

Along these same lines, we have a Board member who continues to breach Executive Session, among other things.  There is no provision in the Bylaws to remove a Board member.  They are elected for a three year term with no more than 2 consecutive terms.  With regards to the Board authority, this is from our Bylaws:

Section 5. Powers of the Board. Subject to the provisions of the laws of Alabama and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this Club, the activities and affairs of this Club shall be conducted and all Club powers shall be exercised by or under the direction of the Board of Directors.

Does this "Section 5" allow the Board of Directors to vote to remove a member of the Board?

[Guest Guest]

Along those same lines, we have no provisions in our bylaws for removing a board member.  We have a board member that continually breaches Executive Session, even after being warned over and over again.  Section 5 below is all I found on the powers of the Board.  Is this enough for the Board of Directors to vote for his removal?

Section 5. Powers of the Board. Subject to the provisions of the laws of Alabama and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this Club, the activities and affairs of this Club shall be conducted and all Club powers shall be exercised by or under the direction of the Board of Directors

[Guest Guest]

I didn't mean to post it twice...sorry.  If you can remove one that would be good.

[Josh Martin]

2 hours ago, Guest Guest said:

Along these same lines, we have a Board member who continues to breach Executive Session, among other things.  There is no provision in the Bylaws to remove a Board member.  They are elected for a three year term with no more than 2 consecutive terms.  With regards to the Board authority, this is from our Bylaws:

Section 5. Powers of the Board. Subject to the provisions of the laws of Alabama and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this Club, the activities and affairs of this Club shall be conducted and all Club powers shall be exercised by or under the direction of the Board of Directors.

Does this "Section 5" allow the Board of Directors to vote to remove a member of the Board?

I would think so, unless there is something in Alabama law, the Articles of Incorporation, or the bylaws which provides otherwise. The rule provides that (except as otherwise provided in the aforementioned rules) "all club powers shall be exercised by or under the direction of the Board of Directors." (emphasis added) "All" powers would seem to include the power to remove members of the board.

I would note, however, that if the bylaws (and other rules) are silent regarding the removal of a board member, removing a board member may not be a simple process, depending on the wording for the term of office. See FAQ #20 for more information.

Edited February 3, 2021 at 07:54 PM by Josh Martin

[Richard Brown]

I agree with Mr. Martin and was going to say the same thing but was not able to respond right away to the additional information. I, too, interpret the grant of power to the board in the bylaws as being extensive enough to include the ability to remove people from office.

[Guest Guest]

Thank you both.  I looked at FAQ #20 and for Board members it just says they are elected for a three year term.  There's no additional qualifier in the paragraph so I think we're good.  And there's nothing in the Articles of Incorp.  I guess I better check AL Law to be sure nothing conflicts with the interpretation.

 

[Josh Martin]

27 minutes ago, Guest Guest said:

Thank you both.  I looked at FAQ #20 and for Board members it just says they are elected for a three year term.  There's no additional qualifier in the paragraph so I think we're good.

If the bylaws provide that board members serve for a three year term, without qualification, then they may be removed only through formal disciplinary procedures. These procedures are quite lengthy and should be reviewed in their entirety before proceeding. See Section 63 of RONR.

As you have noted, however, it would be prudent to first check applicable laws to see if they have their own rules on this matter.