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Can an Officer of the Board Vote against their own removal?


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Have seen fragments of this conversation but nothing conclusive.  

Our bylaws indicate the Board can remove an Officer with or without cause (not their Director status, just Officer status).  The question is that when seeking a majority vote by the Board to remove the Officer, does the Officer in question get to vote as well?  In other words, can an Officer vote against their own removal?

One view is that if a motion is specific to the individual, the vote of that individual does not count.  There is also an opposing view.  

Thoughts?

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6 minutes ago, Paul G said:

The question is that when seeking a majority vote by the Board to remove the Officer, does the Officer in question get to vote as well? In other words, can an Officer vote against their own removal?

Yes. The officer should not vote on their own removal since it is a question in which the officer has a direct personal or pecuniary interest not in common with other members, however, a member always retains the right to vote on any question unless they have had their rights removed through disciplinary procedures or due to a provision in the bylaws. If it is desired to prohibit an officer from voting on their own removal, the bylaws would need to be amended to provide as much.

8 minutes ago, Paul G said:

One view is that if a motion is specific to the individual, the vote of that individual does not count.  There is also an opposing view.  

The opposing view is correct.

"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

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Guest Puzzling
6 hours ago, Paul G said:

Our bylaws indicate the Board can remove an Officer with or without cause (not their Director status, just Officer status).  The question is that when seeking a majority vote by the Board to remove the Officer, does the Officer in question get to vote as well? 

Do the bylaws also say that it can be done by majority vote?

RONR (12th ed)  62:16 mentions that a majority is only enough if it is after notice.

A  majority of the membership (this think is still counting the involved  member) or a 2/3 supermajority are options open without notice.

(I like the idea behind the option of a majority of the membership,  it means the member implicitly votes against his removal)

But your bylaws supersede RONR 

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Our bylaws do require a majority vote.  However, we're a Board of 4 with one Director destined to side with the Officer in question.  Hence the dilemma.

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19 hours ago, Guest Puzzling said:

Do the bylaws also say that it can be done by majority vote?

RONR (12th ed)  62:16 mentions that a majority is only enough if it is after notice.

A  majority of the membership (this think is still counting the involved  member) or a 2/3 supermajority are options open without notice.

I would clarify further that the rules in RONR on this matter depend upon the exact wording of the term of office. If the bylaws provide that officers serve for a particular term "or until their successors are elected," or otherwise indicate that officers may be removed prior to the expiration of their term, then it is correct that they may be removed, with or without cause, by a 2/3 vote, a vote of a majority of the entire membership (which would include the member being removed), or a majority vote with previous notice. (With an assembly with only four members, however, there may not be much practical difference between any of these.) In such a case, the member who is the subject of the motion would retain the right to vote, although the member should not vote on the matter.

On the other hand, if the bylaws provide that officers shall serve for a particular term "and until their successors are elected," or if the bylaws do not include the "until their successors are elected" clause, then the officer may be removed only for cause, that is, neglect of duty in office or misconduct. Additionally, the officer could only be removed through the lengthy formal disciplinary procedures in Section 63 of RONR. At the conclusion of these procedures, the officer could be removed through a majority vote, and the member being removed could not vote on this matter (and could not even be in the room).

It should also be noted that in either of these cases, the power to remove an officer would rest with the electing body, which may or may not be the board.

Of course, if the bylaws contain their own procedures for removal (as is the case here), then those procedures take precedence over the procedures in RONR.

Edited by Josh Martin
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Our bylaws don't appear to have an and/or provision attached to the length of term.  They do specifically state an Officer can be removed with or without cause.  Since SOP is that all Board motions require a majority vote of the Board, it is assumed motions of removal would require the same.

For removal from the Board, the bylaws specifically state that requires a majority vote of the membership. 

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4 minutes ago, Paul G said:

Our bylaws don't appear to have an and/or provision attached to the length of term.  They do specifically state an Officer can be removed with or without cause.  Since SOP is that all Board motions require a majority vote of the Board, it is assumed motions of removal would require the same.

For removal from the Board, the bylaws specifically state that requires a majority vote of the membership. 

Based on the statement that I have bolded, I believe this provision in your bylaws will take precedence over RONR's conditions for removal of officers. That is, despite the absence of the 'or until their successors are elected' clause in your bylaws, your officers can be removed via a motion to amend something previously adopted; in other words by a 2/3 vote or a vote of a majority of the entire membership, or a majority vote with previous notice.

If RONR is you parliamentary authority, an SOP would not be sufficient to overrule the voting requirements noted above. That rule would have to be in your bylaws, or in a special rule of order.

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2 hours ago, Paul G said:

Our bylaws don't appear to have an and/or provision attached to the length of term.

It's irrelevant for the purposes of this question, since your bylaws have their own rules pertaining to removal.

It might be prudent to add an "until their successors" are elected clause for another reason, however, which is that such a provision allows the current officers to continue serving in the event that one or more of the regular elections is unable to be completed at the usual time.

2 hours ago, Paul G said:

They do specifically state an Officer can be removed with or without cause.  Since SOP is that all Board motions require a majority vote of the Board, it is assumed motions of removal would require the same.

Makes sense to me.

1 hour ago, Bruce Lages said:

Based on the statement that I have bolded, I believe this provision in your bylaws will take precedence over RONR's conditions for removal of officers. That is, despite the absence of the 'or until their successors are elected' clause in your bylaws, your officers can be removed via a motion to amend something previously adopted; in other words by a 2/3 vote or a vote of a majority of the entire membership, or a majority vote with previous notice.

If RONR is you parliamentary authority, an SOP would not be sufficient to overrule the voting requirements noted above. That rule would have to be in your bylaws, or in a special rule of order.

I don't know about this. This statement seems to assume that the organization's "SOPs" are all standing rules, but it may be that these procedures contain a mixture of standing rules and special rules of order. Although perhaps it isn't worth worrying too much about this, since in a board of four members, a 2/3 vote, a vote of a majority of the entire membership, and a majority vote will frequently all amount to the same thing.

I would also clarify that a motion to remove an officer in a case where formal disciplinary procedures are not required is not technically a motion "to amend something previously adopted," although it has the same requirements for adoption.

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