Charges - Trial Board - Substitutions

[CuriousOne]

Charges were filed against a member. A Trial Board needs to be held. Chief & President are conflicted off Trial Board. By-Laws state “Board of Directors sit as the Trial Board.”  Chief & President are members of the Board and would sit on TB, absent this COI. By-Laws also say VP assumes role & responsibilities of President when President is absent and Assistant Chief assumes role & responsibilities of Chief when Chief is absent. Assistant Chief and VP are not members of BOD under By-Laws but have sat and voted on BOD in the absence of Chief and President, respectively, in the past. VP has also been in Executive Sessions of BOD.  BOD Chair has also allowed the Treasurer, who also is not a member of the BOD, to sit in on Executive Sessions. A BOD member says he has authority to interpret the By-Laws due to his lengthy years of service and instructed the President that the VP and Assistant Chief cannot sit on the TB in place of the President and Chief. Consequently, the President relied solely on the By-Law stating that the BOD constitutes the TB and the VP and Assistant Chief could not sit in their stead because they are not members of the Board. Another member of the Board says this is an illegal Trial Board under the By-Laws and Robert’s Rules. Can anyone offer any insight here? 
 

Also, the By-Laws say 5 members of the BOD constitutes a Quorum for meetings. The Trial Board By-Laws say a “majority” is needed for the Trial Board to convene, but does not define a quorum. Since 5 members are necessary for a quorum for a BOD meeting, wouldn’t 5 members be necessary for a TB?  (3 members are conflicted off - only 4 members are able to sit due to the above.) 

Edited September 4, 2021 at 05:43 PM by CuriousOne
Typo - “we” should’ve been “were”

[Josh Martin]

On 9/4/2021 at 12:42 PM, CuriousOne said:

Charges were filed against a member. A Trial Board needs to be held. Chief & President are conflicted off Trial Board. By-Laws state “Board of Directors sit as the Trial Board.”  Chief & President are members of the Board and would sit on TB, absent this COI. By-Laws also say VP assumes role & responsibilities of President when President is absent and Assistant Chief assumes role & responsibilities of Chief when Chief is absent. Assistant Chief and VP are not members of BOD under By-Laws but have sat and voted on BOD in the absence of Chief and President, respectively, in the past. VP has also been in Executive Sessions of BOD.  BOD Chair has also allowed the Treasurer, who also is not a member of the BOD, to sit in on Executive Sessions. A BOD member says he has authority to interpret the By-Laws due to his lengthy years of service and instructed the President that the VP and Assistant Chief cannot sit on the TB in place of the President and Chief. Consequently, the President relied solely on the By-Law stating that the BOD constitutes the TB and the VP and Assistant Chief could not sit in their stead because they are not members of the Board. Another member of the Board says this is an illegal Trial Board under the By-Laws and Robert’s Rules. Can anyone offer any insight here? 

Any claim that the composition of the Trial Board is in conflict with Robert's Rules is incorrect. For one thing, your bylaws have their own rules regarding discipline, and those rules take precedence over RONR. So what RONR has to say on this matter is irrelevant. Even if it were relevant, RONR contains no rules prescribing the composition of a trial committee, and leaves such details to the assembly's judgment.

Whether the composition of the Trial Board is in conflict with the bylaws is ultimately a question of interpretation. RONR contains some Principles of Interpretation which may be of assistance. See RONR (12th ed.) 56:68. The claim that an individual member has the authority to interpret the bylaws, regardless of how lengthy his service might be, is ludicrous, although certainly the member's knowledge may be valuable. The board itself will interpret the bylaws in this matter. A member could raise a Point of Order regarding this matter at a board meeting, followed by an Appeal if necessary.

To the extent that the assistance of a person who has not in fact read your organization's bylaws and has seen only brief quotations and paraphrases is of assistance in this regard (which I think is not a very great extent), I would say the following:

You make various references to certain persons being "conflicted off" the Trial Board. It should be noted RONR has no such rules, so I would check whether your rules actually provide that persons are "conflicted off" the Trial Board. RONR provides that members should not vote if they have a personal or pecuniary interest not in common with other members, but RONR does not actually prevent them from voting, let alone prevent them from serving on a board or committee altogether.

I have not seen the exact language in the bylaws which provides that the Vice President and the Assistant Chief "assume the role and responsibilities" of the President and Chief, and therefore cannot definitively say whether this extends to the President and Chief's seat on the board, and all the rights that come with that (such as the right to vote). Your organization has apparently interpreted it that way in the past, although there is no guarantee the organization has been interpreting it correctly.

Assuming it is in fact correct that the President and Chief are prohibited from service on the Trial Board, and it is correct that the Vice President and Assistant Chief serve on the board in their absence, I would generally assume that would also apply to the Trial Board. I don't quite follow why the rule would be different for only that instance.

On 9/4/2021 at 12:42 PM, CuriousOne said:

Also, the By-Laws say 5 members of the BOD constitutes a Quorum for meetings. The Trial Board By-Laws say a “majority” is needed for the Trial Board to convene, but does not define a quorum. Since 5 members are necessary for a quorum for a BOD meeting, wouldn’t 5 members be necessary for a TB?  (3 members are conflicted off - only 4 members are able to sit due to the above.) 

If the bylaws say that "a 'majority' is needed for the Trial Board to convene," it seems to me that is functionally equivalent to saying that a majority of the Trial Board is a quorum. Furthermore, even if that's not what it means, RONR also provides that the quorum is a majority unless the bylaws provide otherwise.

I disagree that the quorum would be five members. Even although the membership of the Trial Board is the same as the Board (except, apparently, for certain persons who are "conflicted off"), they are still two distinct bodies. As a result, a rule which provides that the quorum for the board is five has no application to the Trial Board.

[CuriousOne]

On 9/4/2021 at 3:38 PM, Josh Martin said:

To the extent that the assistance of a person who has not in fact read your organization's bylaws and has seen only brief quotations and paraphrases is of assistance in this regard (which I think is not a very great extent), I would say the following:

These could be provided if they would be helpful.

On 9/4/2021 at 3:38 PM, Josh Martin said:

You make various references to certain persons being "conflicted off" the Trial Board.

It’s not RONR that governs this, it’s our By-Laws. The By-Laws state that any Board member who is involved in any way with the subject matter leading to the charges that were brought cannot sit on the Trial Board. Both members agreed they cannot sit. 
 

On 9/4/2021 at 3:38 PM, Josh Martin said:

I don't quite follow why the rule would be different for only that instance.

Because it’s not convenient to the party against whom the charges were brought to have the VP and Assistant Chief to sit on the TB. Currently on the TB is the party’s life long best friend, the party’s son, another friend of the party, and an impartial member. The VP and Assistant Chief have a contentious history with the party and the party does not want them to sit on the TB. This leads to another question. Can a son sit on a TB for his father?  It would seem that would be an additional issue. 
 

Also, there is no appeal board (specifically stated in the By-Laws).  

[Josh Martin]

On 9/4/2021 at 2:55 PM, CuriousOne said:

These could be provided if they would be helpful.

You can send me the bylaws via the forum's private messaging feature if you wish and we can discuss this matter further there, or exchange emails to discuss the matter further. The forum is intended for questions about Robert's Rules of Order, and it seems very little about this situation involves questions about Robert's Rules of Order.

On 9/4/2021 at 2:55 PM, CuriousOne said:

It’s not RONR that governs this, it’s our By-Laws. The By-Laws state that any Board member who is involved in any way with the subject matter leading to the charges that were brought cannot sit on the Trial Board. Both members agreed they cannot sit. 

Okay.

On 9/4/2021 at 2:55 PM, CuriousOne said:

Currently on the TB is the party’s life long best friend, the party’s son, another friend of the party, and an impartial member. The VP and Assistant Chief have a contentious history with the party and the party does not want them to sit on the TB. This leads to another question. Can a son sit on a TB for his father?  It would seem that would be an additional issue. 

The rules pertaining to conflicts for the trial board are found in your organization's bylaws, so it is up to your organization to interpret those rules.

I would note that, in the long run, it seems it may be desirable for your organization to consider amending its bylaws to provide that the membership of the Trial Board is appointed in each particular case, rather than it automatically being the membership of the board. It appears that situations can and do arise in which most or all members of the board have some involvement in the case.

Edited September 5, 2021 at 02:04 PM by Josh Martin