Alleged abuse of power by board members, trustee's and officers?

[Guest Confused Secretary]

Can the president shut down and entity without the remaining boards votes or knowledge? It's not in your By-Laws. What about alleged abuse of power by the President? Can a single trustee investigate a member with out the full boards knowledge? Can 6 board members be charged with alleged abuse when the board consist of 11 members (4 officers and 7 trustees)?

What if charges are filed against by members against those board members? 

 

Our attached By-Laws for the board

Article II: Trustees

 The Board of Trustees will be composed of seven (7) members. The election of trustees shall be held at the annual meeting of the members. The election shall be by ballot. A majority of all votes cast shall constitute the choice of the members.

Each trustee shall be elected for a three-year term and shall hold office until their successors are elected and qualified. There will be a total of six (6) elected Trustees. The immediate past president will serve as the seventh (7th) trustee until he is replaced by the next succeeding past president. If for any reason a trustee cannot complete his term, a representative will be appointed by the President with the Boards approval.

A) Meetings of the Trustees:  Time and date of Board Meeting will be at the discretion of the Officers and Trustees.  The meeting date may be altered with prior notification to the members. Special meetings may be called by the president upon request of a majority of the trustees.

 B) Duties of the Trustees:  The trustees and officers shall have the power to manage the   affairs of the corporation on any and all questions relating in any manner whatsoever thereto and make all contracts necessary for the proper transaction of the business of the corporation as well as the doing of the other things connected therewith for its welfare which are in conformity with these regulations and the statutes of the state of Ohio.

C)The Board of Trustees is limited to expenditures of $1000.00 without membership approval.  No committee Chairman can make expenditures over $400.00 without board approval. Exceptions to these limits are expenditures for clay targets, license fees and major emergencies.

Article III:      Officers     

The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. The officers shall be chosen by the members by a majority written ballot vote. The vote shall take place at the annual meeting as describe in Article I.  Officers will hold their positions for a period of one year and until their successors are elected and qualified. Newly elected officers and trustees will take office at the January meeting following their election.  The officers chosen under this section shall serve as members of the board of Trustees during their term in office.

Article IV:      Duties of Officers

A)  President:  The president shall preside at all meetings of the members and trustees, sign the records thereof, and perform generally all the duties usually performed by Presidents of like corporations, and such other and further duties as shall be from time to time required of him by the members or trustees.  The president shall appoint two members to the nominating committee as required by Article XIII by the September membership meeting. 

B)  Vice-President: The Vice-President shall perform all the duties of the President in case of absence or disability of the latter.  In case both President and Vice-President are absent, or unable to perform their duties, trustees, as the case may be, shall appoint a President pro-tempore.  In addition, the Vice-President will be the chairman for the Decathlon.

C)  Secretary: The Secretary shall keep minutes of all proceedings of the members and trustees of this corporation and make a proper record of the same, which shall be attested by him and validated by the President.  He shall generally perform such duties as may be required of him by the members or trustees.

 D)  Treasurer: The Treasurer shall receive and be in charge of all monies and securities belonging to this corporation and shall disperse, or otherwise deal with the same as shall be ordered by the board of trustees. He shall keep an accurate account of all monies received and dispersed by him, and shall generally perform such duties as may be required of him by the members or trustees. On the expiration of this term of office he shall turn over to his successor, and the board of trustees, all money and property of this corporation in his hands.  In the event the funds of the corporation shall at any time exceed the sum of two hundred dollars, the treasurer and President shall then be required to furnish a fidelity bond at the expense of the corporation.

 

[Josh Martin]

1 hour ago, Guest Confused Secretary said:

Can the president shut down and entity without the remaining boards votes or knowledge?

No, unless the bylaws grant the President such authority.

1 hour ago, Guest Confused Secretary said:

What about alleged abuse of power by the President?

If the question is in regard to taking disciplinary action against the President for this "alleged abuse of power," see FAQ #20 and Ch. XX of RONR.

1 hour ago, Guest Confused Secretary said:

Can a single trustee investigate a member with out the full boards knowledge?

I suppose there is ultimately nothing which prevents a person from, on their own time, "investigating" some other person, so I suppose the answer to this is "Yes." It is certainly conceivable, however, that the manner in which the trustee conducts this investigation may violate some other rule, such as if the trustee accesses confidential information he is not supposed to be privy to, or spends the society's funds, or whatever.

Such an investigation, however, will not have any status as a formal investigation of the board or of the society, and therefore will not meet any requirements for an investigative committee under Ch. XX of RONR or the organization's rules (if those rules require this).

1 hour ago, Guest Confused Secretary said:

Can 6 board members be charged with alleged abuse when the board consist of 11 members (4 officers and 7 trustees)?

If your organization has its own rules pertaining to preferring charges, then you should refer to those rules to answer this question.

If RONR is controlling, the society itself determines whether to prefer charges, so yes, the society could choose to prefer charges against six board members, or even against all eleven. See Ch. XX of RONR for more information.

On the other hand, if the organization's bylaws provide that the board determines whether to prefer charges, then I would imagine that an attempt to charge a majority of the board's members will not be successful.

1 hour ago, Guest Confused Secretary said:

What if charges are filed against by members against those board members? 

Under the rules in RONR, individual members cannot prefer charges. Only the society itself may choose to prefer charges, and that is not the first step in the disciplinary process. See Ch. XX of RONR for more information.

If the organization has its own rules on this matter, you should refer to those rules to answer your question.

Edited May 31, 2021 at 11:00 PM by Josh Martin

[Atul Kapur]

2 hours ago, Guest Confused Secretary said:

Can 6 board members be charged with alleged abuse when the board consist of 11 members (4 officers and 7 trustees)?

It sounds like you feel that this is a problem because this is a majority of the board. Note that charges are processed individually or, if the charges are applied to all six members as a collective, then 45:4-5 apply and the members are able to vote on relevant motions. I particularly draw your attention to the last sentence of 45:5

Quote

If a member never voted on a question affecting himself, it would be impossible . . . for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63).

 

Edited June 1, 2021 at 12:21 AM by Atul Kapur