Causation vs Implementation

[Tomm]

I'm ticked off because a member of the board was terminated for unjust reasons. In fact the member didn't receive the notification of the meeting until it was over.

The bylaws provide a whole series of requirements to suspend a general member very similar to those listed in RONR, 14 day prior notification of meeting, board hearing procedures, board hearing decision, board hearing appeal process.

There is no such list of requirements/procedures listed under a separate article in the bylaws for, and titled Board of Directors.

The bylaws do state the reasons a board member can be terminated and the vote required to do so, but there is no disciplinary procedure listed similar to those for the suspension of a general member?

Question:  Shouldn't the accused board member be afforded the same due process as a general member, and because there are no proper disciplinary procedures listed among the articles strictly pertaining to the board of directors, the procedures listed in RONR should be used?  

[Dan Honemann]

5 minutes ago, Tomm said:

I'm ticked off because a member of the board was terminated for unjust reasons. In fact the member didn't receive the notification of the meeting until it was over.

The bylaws provide a whole series of requirements to suspend a general member very similar to those listed in RONR, 14 day prior notification of meeting, board hearing procedures, board hearing decision, board hearing appeal process.

There is no such list of requirements/procedures listed under a separate article in the bylaws for, and titled Board of Directors.

The bylaws do state the reasons a board member can be terminated and the vote required to do so, but there is no disciplinary procedure listed similar to those for the suspension of a general member?

Question:  Shouldn't the accused board member be afforded the same due process as a general member, and because there are no proper disciplinary procedures listed among the articles strictly pertaining to the board of directors, the procedures listed in RONR should be used?  

You say that your bylaws do state the reasons a board member can be terminated and the vote required to do so. Based solely upon what has been posted here it would appear that the answer to your question is "no", but it might be more clear if you would post the exact bylaw provisions.

[Tomm]

This is what's stated in the Articles of Incorporation. The bylaws only talk about a conflict of interest and how it should be handled and reported but with no provisions for any type of termination:

Article IX

Removal of any elected or appointed Director may be done in either of the following ways:

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director.

Surely there must be a procedure to follow that allows the member their due process? I certainly don't see this as being all encompassing, there certainly needs to be some sort of procedure to follow or else this rule is nothing more than a kangaroo court? And I thought that when the bylaws are silent on an issue then RONR is the governing authority? 

[George Mervosh]

But the bylaws don't seem to be silent at all.

[Tomm]

Well, first of all none of those reasons even apply. The member didn't miss a meeting and didn't refuse or was incapable to perform his duties. This was strictly done because he had a different opinion on an issue than the rest of the board, but that's not my concern.

My concern is "yes" they can terminate a board member, but in my mind it's a separate issue on how that process must be done. Surely the member has the right to defend himself and there needs to be a process that allows that to happen?

[Dan Honemann]

12 minutes ago, Tomm said:

Well, first of all none of those reasons even apply. The member didn't miss a meeting and didn't refuse or was incapable to perform his duties. This was strictly done because he had a different opinion on an issue than the rest of the board, but that's not my concern.

My concern is "yes" they can terminate a board member, but in my mind it's a separate issue on how that process must be done. Surely the member has the right to defend himself and there needs to be a process that allows that to happen?

Based upon what you have posted, it appears that your board can determine, by the affirmative vote of at least two-thirds of its membership, that a Director "is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director", and should, therefore, be removed from office. Nothing else seems to be required.

[Tomm]

It just appears to be so out of line that the general membership is offered a whole list of requirements to be suspended but a board member can be terminated without even being able to defend themselves! Not to mention again, the board member violated none of the reasons stated in the article.

I was hoping you guys would at least offer some reason I could go challenge the boards decision to terminate another board member who didn't even receive proper notification that he was being disciplined!  

I still believe reasons for termination and procedures to terminate are two separate issues for the protection of the accused. 

Thanks

[Dan Honemann]

Let's explore your assertion that "the member didn't receive the notification of the meeting until it was over."

Can you provide more details? Was this a regular meeting of the board? What notification was required and what notification was sent? How come this member didn't receive his?

[Guest Tomm]

The board meeting was held on Thursday and the executive session was the day after on Friday. They sent him an email to which he wasn't aware of until it was too late!

Since the bylaws are silent on notification I would assume RONR would kick in?

[Dan Honemann]

13 minutes ago, Guest Tomm said:

The board meeting was held on Thursday and the executive session was the day after on Friday. They sent him an email to which he wasn't aware of until it was too late!

Since the bylaws are silent on notification I would assume RONR would kick in?

 What do the bylaws say about regular meetings of the board? Was this meeting on Thursday a regular meeting of the board? Did "he" know about It? 

[Guest Tomm]

Yes he was at the Thursday regular scheduled meeting. Nothing was mentioned about the Friday executive session during that meeting.

[Dan Honemann]

27 minutes ago, Guest Tomm said:

Yes he was at the Thursday regular scheduled meeting. Nothing was mentioned about the Friday executive session during that meeting.

Then what leads you to believe that the Friday meeting might have been a valid meeting?

[Atul Kapur]

@Tomm, are the issues in this thread any different from the ones in this other thread that you also started? Thanks for your help explaining what I might be missing.

[Guest Tomm]

Good point! Then why would it have been invalid?

[Dan Honemann]

Tomm, you're the one in possession of all of the facts. You need to tell us all that you know concerning how this Friday meeting came about and everything that your bylaws say about meetings of the board.

[Tomm]

1 hour ago, Daniel H. Honemann said:

Tomm, you're the one in possession of all of the facts. You need to tell us all that you know concerning how this Friday meeting came about and everything that your bylaws say about meetings of the board.

Here's all I know...I attended the regularly scheduled open board meeting on Thursday. I am not a member of the board. The board takes a two month hiatus and doesn't meet in July or August so this was the last meeting for a while.

During the debate process on a motion the Board member in question was the only member vehemently against the motion. A pissing contest prevailed to the point where the chair declared the member had a conflict of interest. (Note: every member of the board lives in the very community they are elected to make decisions about, so I think every one could be accused of having a conflict of interest?). There was nothing mentioned about an executive session during the regular meeting.

The member in question was leaving for vacation and the board provided i-pad was packed in his suitcase and that's why he missed the e-mail calling for the executive session because the message was only sent to his i-pad. The executive session was held the very next day on Friday and he was removed from the board. 

**ALERT** I just found this little gem in the bylaws but there doesn't seem to be a limit put on the notice requirement for executive sessions?

Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the XXXX website.   Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

The Board may meet in an Executive Session (closed meeting) to discuss confidential matters such as; litigation, matters relating to formation of contracts with third parties, Cardholder discipline and personnel matters. All matters discussed in an Executive Session shall remain confidential indefinitely. Executive Sessions may be called separately or during any meeting of the Board or Membership. The Board has the authority to take final action in Executive Sessions and is not required to reveal those decisions. Minutes of Executive Sessions are retained as a part of the confidential records of the Corporation.

[Josh Martin]

5 hours ago, Tomm said:

**ALERT** I just found this little gem in the bylaws but there doesn't seem to be a limit put on the notice requirement for executive sessions?

In the absence of anything to the contrary, I would assume that the rules for notice of special meetings apply whether or not the special meeting is held, in whole or in part, in executive session.

An executive session isn't a separate type of meeting. It simply refers to a meeting (or portion thereof) in which the proceedings are secret. A regular meeting, special meeting, or an adjourned meeting of either of these, could be held, in whole or in part, in executive session.

5 hours ago, Tomm said:

Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the XXXX website.   Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

Based upon these facts, it would appear that "Except in cases of emergency," at least 72 hours' notice must be given of special meetings, and that this notice must include the purpose of the meeting. Notice of a meeting must be provided to all members of the assembly.

The facts presented appear to suggest that notice was given of the meeting to all members, but less than 72 hours in advance of the meeting.

Edited June 29, 2021 at 01:07 AM by Josh Martin

[George Mervosh]

I wonder what they mean by "Except in cases of emergency"  Removing a director doesn't seem like one to me but I wonder what the board thinks.

[Dan Honemann]

23 minutes ago, George Mervosh said:

I wonder what they mean by "Except in cases of emergency"  Removing a director doesn't seem like one to me but I wonder what the board thinks.

In this instance, I suppose that what the Board thinks is an emergency is all that matters.

[Tomm]

1 hour ago, Daniel H. Honemann said:

In this instance, I suppose that what the Board thinks is an emergency is all that matters.

I think the board will be using the excuse that some board members were leaving for vacation, thereby allowing them to bypass the 72 hour notice, however, the next scheduled board meeting is two months away, so it's not like they could have postponed that executive session until members were back in town!

This was nothing more than the railroading of a board member who doesn't think the same way as you! I'm sure you guys have seen this many, many times? 

[Richard Brown]

1 hour ago, Daniel H. Honemann said:

In this instance, I suppose that what the Board thinks is an emergency is all that matters.

Short of someone filing a lawsuit and the court setting aside the action, I agree.  I'm wondering, though, if the notice of the meeting stated that it was an "emergency meeting". 

@Tommdo you know what the notice said? Did it say the purpose was to consider removing the board member?

[Tomm]

5 minutes ago, Richard Brown said:

@Tommdo you know what the notice said? Did it say the purpose was to consider removing the board member?

I know for a fact that the notice was sent out with no subject material attached and no indication of why the meeting was being called. It was simply a notice that an executive session was to be held the following day.

[Josh Martin]

13 minutes ago, Tomm said:

I think the board will be using the excuse that some board members were leaving for vacation, thereby allowing them to bypass the 72 hour notice, however, the next scheduled board meeting is two months away, so it's not like they could have postponed that executive session until members were back in town!

This was nothing more than the railroading of a board member who doesn't think the same way as you! I'm sure you guys have seen this many, many times? 

In the event that it is desired to pursue this further, the next step would seem to be to raise a Point of Order (followed by an Appeal, if necessary), and the organization will make the ultimate determination regarding the interpretation of its rules.

[Tomm]

3 minutes ago, Josh Martin said:

In the event that it is desired to pursue this further, the next step would seem to be to raise a Point of Order (followed by an Appeal, if necessary), and the organization will make the ultimate determination regarding the interpretation of its rules.

How is that even possible when the member has already been kicked off the board and will not be attending anymore meetings?

[Atul Kapur]

Someone who is still a member would have to raise the point of order.