Removing an Officer

[Mark Apodaca, PRP]

An organization's bylaws requires 2/3 vote by members to remove an officer from the board.  A motion was made to keep the officer on the board when it should have been to remove the officer from the board.  The vote did not meet 2/3 vote to keep the officer on the board.  Therefore, the officer is automatically removed.  Agreed?

[George Mervosh]

6 minutes ago, Mark Apodaca said:

An organization's bylaws requires 2/3 vote by members to remove an officer from the board.  A motion was made to keep the officer on the board when it should have been to remove the officer from the board.  The vote did not meet 2/3 vote to keep the officer on the board.  Therefore, the officer is automatically removed.  Agreed?

No.  There is a 2/3 vote requirement to keep someone on the board who was already properly elected/appointed?

Edited August 2, 2021 at 08:14 PM by George Mervosh

[Joshua Katz]

17 minutes ago, Mark Apodaca said:

Agreed?

No. First of all, nothing you've mentioned contains a requirement for a 2/3 vote to keep someone on the board. What you've told us is that, in essence, anything more than 1/3 can keep them on the board. So why would you think that, if the chair mistakenly allowed a motion to keep someone on the board, the threshold for adoption would be 2/3?

[Mark Apodaca, PRP]

The officer was appointed to the board and his performance was not up to par.  The board wishes to remove the officer but the bylaws say that only the membership can vote to remove the officer.

The official motion was to keep the officer on the board.  The motion should have said, " I move to remove the officer from the board. "  If the vote met the two-thirds, then the officer is removed.  But the motion was to keep the officer on the board which requires a two-third vote.  The vote to keep the officer did not meet the two-thirds, therefore the officer should be removed.

[George Mervosh]

2 minutes ago, Mark Apodaca said:

The officer was appointed to the board and his performance was not up to par.  The board wishes to remove the officer but the bylaws say that only the membership can vote to remove the officer.

The official motion was to keep the officer on the board.  The motion should have said, " I move to remove the officer from the board. "  If the vote met the two-thirds, then the officer is removed.  But the motion was to keep the officer on the board which requires a two-third vote.  The vote to keep the officer did not meet the two-thirds, therefore the officer should be removed.

The bylaws say this?

[Mark Apodaca, PRP]

Yes, the bylaws say that only the membership can vote to remove an officer from the board.

[George Mervosh]

5 minutes ago, Mark Apodaca said:

Yes, the bylaws say that only the membership can vote to remove an officer from the board.

Right, we understand that.  I think the motion that was voted on was dilatory.  Adopted or defeated, he's not removed.  If they want him gone then make an affirmative motion to remove him as the bylaws require.

Edited August 2, 2021 at 08:46 PM by George Mervosh

[Joshua Katz]

13 minutes ago, Mark Apodaca said:

The motion should have said, " I move to remove the officer from the board. "  If the vote met the two-thirds, then the officer is removed.  But the motion was to keep the officer on the board which requires a two-third vote.  The vote to keep the officer did not meet the two-thirds, therefore the officer should be removed.

Your interpretation amounts to a 1/3 vote threshold for removal from the board. Given that, why would anyone ever move to remove an officer? They should just always move to keep him, which makes it far easier to remove than by making the correct motion. Why do the bylaws say they need a 2/3 vote if there's a trick for doing it with a minority vote? (Obviously, because there isn't, I'm just saying.)

[Weldon Merritt]

5 minutes ago, Mark Apodaca said:

But the motion was to keep the officer on the board which requires a two-third vote.

 

2 minutes ago, Mark Apodaca said:

Yes, the bylaws say that only the membership can vote to remove an officer from the board.

 

1 minute ago, George Mervosh said:

Right, we understand that.  I think the motion that was voted on was dilatory.  Adopted or defeated, he's not removed.  If they want him gone then make a motion to remove him as the bylaws require.

I concur with my colleague Mr. Mervosh. The motion to keep the officer was not in order. But even if it was, a requirement for a two-thirds vote to remove an officer certainly does not equate to a two-thirds vote requirement to keep him.

[Dan Honemann]

52 minutes ago, Mark Apodaca said:

The official motion was to keep the officer on the board.  The motion should have said, " I move to remove the officer from the board. "  If the vote met the two-thirds, then the officer is removed.  But the motion was to keep the officer on the board which requires a two-third vote.  The vote to keep the officer did not meet the two-thirds, therefore the officer should be removed.

I hope there is more to this then we are seeing, because this is pure nonsense.

Are you saying that 2/3rds or more of the votes cast were to reject the motion?

Edited August 2, 2021 at 09:29 PM by Daniel H. Honemann
Added the question asked.

[Josh Martin]

1 hour ago, Mark Apodaca said:

The officer was appointed to the board and his performance was not up to par.  The board wishes to remove the officer but the bylaws say that only the membership can vote to remove the officer.

The official motion was to keep the officer on the board.  The motion should have said, " I move to remove the officer from the board. "  If the vote met the two-thirds, then the officer is removed.  But the motion was to keep the officer on the board which requires a two-third vote.  The vote to keep the officer did not meet the two-thirds, therefore the officer should be removed.

If a member says "I move to keep the officer on the board," then the chair should rule this motion out of order and note that a motion to remove the officer is in order.

If the question on the motion is nonetheless incorrectly stated in this manner, this does not mean that the provision in the bylaws which requires a 2/3 vote to remove an officer magically transforms into a requirement for a 2/3 vote to keep the officer. It is certainly not reasonable to conclude that the officer is now removed unless there is a 2/3 vote to keep him.

What exactly should happen instead is not entirely clear (which is why the chair should not state the question on the motion to begin with), but it seems to me that one of the following is correct:

1) The officer remains in office regardless of what happens with the motion and the chair should remind people to make motions that make sense; OR

2) The officer remains in office unless there is a 2/3 vote in the negative on the motion to keep the officer, in a similar fashion to how the vote is taken on an Objection to Consideration of the Question.

[Gary Novosielski]

5 hours ago, Mark Apodaca said:

An organization's bylaws requires 2/3 vote by members to remove an officer from the board.  A motion was made to keep the officer on the board when it should have been to remove the officer from the board.  The vote did not meet 2/3 vote to keep the officer on the board.  Therefore, the officer is automatically removed.  Agreed?

Certainly not. I doubt there's an automatic removal provision in the bylaws, since to remove an officer requires a 2/3 vote to remove.  And as there was no such motion, there is no removal.

A motion to keep the officer on the board, if it passes, keeps the officer on the board.  But that would be the case if the motion was never made, since the officer is already on the board.  The motion therefore does nothing, and is not in order.  Even if it fails, the status quo prevails, no action is taken, and the officer remains on the board.  No effect in any event.

And even if we assume for the sake of argument that this motion makes any sense, if it takes 2/3 to remove, it clearly takes only 1/3 to retain.  But we can't assume that anyway, so in my view, nothing has occurred.

[Mark Apodaca, PRP]

I explained that it would be wise to have a parliamentarian at regular and special membership board meetings.  This will save time and trouble.  Since it was the board's intention to remove an officer, the motion should have been simple, "move to remove so-so as an officer of the board" and if the 2/3 vote was met by the ayes, then the officer would be removed.  

[Weldon Merritt]

21 minutes ago, Mark Apodaca said:

I explained that it would be wise to have a parliamentarian at regular and special membership board meetings.  This will save time and trouble.  Since it was the board's intention to remove an officer, the motion should have been simple, "move to remove so-so as an officer of the board" and if the 2/3 vote was met by the ayes, then the officer would be removed.  

I agree. But since that's not what happened, the officer is still on the board.

[Mark Apodaca, PRP]

Yes, until the coming biennial conference next month. 

[Joshua Katz]

Suppose an organization decides it really values stability, and says it takes a 99% vote to remove officers. If this theory about the vote threshold were correct, that would allow it, by making the wrong motion, to instead remove an officer with a 1% vote.

[Mark Apodaca, PRP]

Thank you all for sharing your thoughts.  Again, they could have consulted with a parliamentarian or had one during the special meeting.  They did not have anyone at the meeting who is an expert in RONR.

Mark