Timeliness of a Parliamentary Inquiry

[Guest Zev]

I have read the OP's postings several times and what I get is that the board's chairman and the board itself have taken several actions which some members of the organization's assembly now feel may have been incorrect and are pondering whether these actions should be reversed or not and whether the board chairman should be impeached for his actions.

The OP's initial posting is sketchy and does not jive, in my opinion, with the actual three events which have come to light as a result of further discussion.

Please review the three paragraphs below and indicate if there are any additional details or misstatements of fact. Once we understand what truly took place then our experts can better determine the best method of correcting them or whether correction is needed.

First, the chairman of the board of this organization has in the past rendered parliamentary rulings in regard to events in the board's meetings. We are unsure of whether these rulings have been appealed or not by other members of the board. Some individuals in the main assembly have taken notice of these rulings and have taken issue with this chairman's rulings during the board's meetings and have feelings regarding their correctness. Some members of the assembly feel that the assembly should intervene and reverse some of the chairman's rulings that have been rendered in the past even though the rulings appear to affect only the board and not the assembly since they were rendered in the board and not the assembly.

Second, the chairman of the board has called a special board meeting and this specific meeting was called without indicating the purpose of the special meeting. When the meeting took place we are not told whether the entire membership of the board was present or whether there were any members absent. The bylaws indicate that they follow RONR and and some members of the assembly feel that the failure to indicate the purpose of the board's meeting is an issue that needs to be addressed and possibly reversed.

Third, when the special board meeting took place the board peremptorily dismissed another board member. We are not told whether the bylaws afford the board the discretion of dismissing another board member or not, and whether such a dismissal requires any particular rule to be followed before such a dismissal is considered valid. What we are told is that the bylaws specifically indicate that the dismissal of a member, not another board member, requires an investigation and a trial as RONR requires for such an action under normal circumstances.
 

[Tomm]

First: no rulings were appealed because, frankly, the board is fairly ignorant of RONR, but that's another story!

Second: Two of the nine board members were absent because they were out of town.

Third: The Arizona Revised Statutes Title 10, allows for the org's bylaws to specify the procedures to dismiss a director. No such bylaws defining the procedures exist with the org's bylaws, however, the bylaws do give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure. RONR is the org's parliamentary authority and we believe that since the bylaws were silent on the procedure Chapter XX of RONR should apply. 

[Josh Martin]

On 12/8/2021 at 6:11 PM, Tomm said:

The first violation was the fact that the board called a special meeting that was used to remove a board of director but failed to state the purpose of the meeting in the call. Both, our org's Bylaws as well as RONR require that the purpose be stated in the call. Further, RONR 9:15 states that the only business that can be transacted in a special meeting is that which was specified in the call. We therefore believe that meeting was null and void as specified in RONR 23:9.

On 12/9/2021 at 8:30 AM, Tomm said:

Second: Two of the nine board members were absent because they were out of town.

A point of order may be raised regarding this matter. Assuming these facts are correct, this is certainly a continuing breach.

On 12/8/2021 at 6:11 PM, Tomm said:

Second violation was the fact that our Bylaws fail to specify a procedure to be used to remove or discipline a director. Our Bylaws have extensive procedures listed in an Article to discipline a general member but not in the Article that specifically refers to members of the board. The board then failed to use the procedures as specified in RONR Chapter XX and simply took a vote and removed the director. 

On 12/9/2021 at 8:30 AM, Tomm said:

Third: The Arizona Revised Statutes Title 10, allows for the org's bylaws to specify the procedures to dismiss a director. No such bylaws defining the procedures exist with the org's bylaws, however, the bylaws do give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure. RONR is the org's parliamentary authority and we believe that since the bylaws were silent on the procedure Chapter XX of RONR should apply. 

It will ultimately be up to your organization to interpret its own bylaws, and I caution that I have not seen the exact language of the rule in question, but generally my view is that if the bylaws "give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure," then this means no procedure is required. That is, the board may simply adopt a motion to remove a board member. This would take precedence over the rules in RONR.

Based on the additional facts, this raises the question of whether the membership in fact has the authority to remove the President. What do the bylaws say on that matter?

[Richard Brown]

On 12/9/2021 at 8:30 AM, Tomm said:

The Arizona Revised Statutes Title 10, allows for the org's bylaws to specify the procedures to dismiss a director. No such bylaws defining the procedures exist with the org's bylaws, however, the bylaws do give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure. RONR is the org's parliamentary authority and we believe that since the bylaws were silent on the procedure Chapter XX of RONR should apply.  (Emphasis added by RB)

I agree with Josh Martin that if your bylaws provide that the board may remove officers or board members but do not specify the procedure, and if nothing else sets out a procedure, that the removal can be accomplished via an ordinary motion.  I disagree your assertion, which I have bolded in the your comment, that the default provisions in Chapter XX would apply. I believe the provisions in your bylaws which permit the board to remove directors without regard to their terms of office supersede the default provisions in RONR and make them inapplicable.  The default provisions for discipline and removal from office in RONR are intended to apply when your own bylaws make no provision for discipline or  removal from office.   Your board may choose to voluntarily follow the disciplinary and removal from office procedures in RONR, but is not required to do so.   This point is the subject of several discussions in this forum.  Note:  I have not seen your bylaws and an actual reading of them could affect my opinion. We have lots of unknowns and paraphrases here, but little verbatim language from the bylaws.  We have also not seen the applicable statutes.   Ultimately, it is up to the members of your organization to interpret its bylaws and for an attorney to interpret the statutes.

One more point:  based on the information provided and especially your most recent posts, I am inclined to agree with Mr. Martin that the removal of the director at the special meeting was likely null  and void, that it constitutes a continuing breach, and that a point of  order that the removal was invalid may still be raised.

 

Edited December 9, 2021 at 07:53 PM by Richard Brown
Edited first paragraph slightly re the default provisions in RONR

[Tomm]

On 12/9/2021 at 12:50 PM, Richard Brown said:

I agree with Josh Martin that if your bylaws provide that the board may remove officers or board members but do not specify the procedure, and if nothing else sets out a procedure, that the removal can be accomplished via an ordinary motion. 

Seems to me, that the state statute requires a procedure and just because the bylaws are silent on such procedures doesn't mean that they don't exist? I thought that as a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then the inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise? RONR provides the procedures in Chapter XX?

The Article of Incorporation states, for removal by the directors:  "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"

B. (This paragraph if for the removal by the Members)

It's my opinion that this Article only provides the reasons allowable for removal but doesn't address the procedures to be used? 

 

Here's what the state statutes says:

10-3808. Removal of directors elected by members or directors

A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws.

B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office:

1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

2. If a director is elected by a class, chapter, region or other organizational or geographic unit or grouping only the members of that class, chapter, region, unit or grouping may participate in the vote to remove the director.

3. Except as provided in paragraph 9, a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, region, unit or grouping of members, the number of votes of that class, chapter, region, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting, the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.

6. In computing whether a director is protected from removal under paragraphs 2 through 4, it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

7. An entire board of directors may be removed under paragraphs 1 through 5.

8. Except as provided in subsection C, a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws.

9. If, at the beginning of a director's term on the board of directors, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors, the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

C. Notwithstanding subsection B, paragraph 8, a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.

[Atul Kapur]

On 12/9/2021 at 3:26 PM, Tomm said:

The Article of Incorporation states, for removal by the directors:  "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 . . . 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"

It's my opinion that this Article only provides the reasons allowable for removal but doesn't address the procedures to be used? 

I disagree. It outlines the procedure clearly: A vote of 2/3 of the members of the board of directors.

The procedure does not need to be complicated or drawn out. In this case, it's pretty simple: A properly made motion that receives the required vote.

There may still be a question about whether this was done properly at a properly noticed special meeting. But, with this additional information about what the Articles say, it appears clear that

- the Articles give the procedure that is to be followed, and

- that procedure overrides RONR.

I will also note that we are receiving the information in drips and drabs, so it is very possible that more actual information may change the advice.

Edited December 9, 2021 at 08:49 PM by Atul Kapur

[Tomm]

On 12/9/2021 at 1:42 PM, Atul Kapur said:

I disagree. It outlines the procedure clearly: A vote of 2/3 of the members of the board of directors.

You guys know best and I will concede to your determination, however, the lack of due process, (i.e. an investigation, trial, an opportunity to defend ones self and the option to appeal) is a major concern!

[Atul Kapur]

Your complaint is not with us or RONR, but with your own organization's  articles of incorporation and bylaws, which we are just trying to help you interpret. Try to amend them to insert what you consider to be a better process.

[Tomm]

On 12/9/2021 at 1:53 PM, Atul Kapur said:

Your complaint is not with us or RONR, but with your own organization's  articles of incorporation and bylaws, which we are just trying to help you interpret. Try to amend them to insert what you consider to be a better process.

Not wanting to beat this horse to death, but I would think the right to due process precedes RONR, the Bylaws, the Articles of Incorporation and the State Statutes? Just say'n! Can you spell K-a-n-g-a-r-o-o -- C-o-u-r-t ?

[Tomm]

On 12/7/2021 at 1:38 PM, Josh Martin said:

More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent.

So who determines how silent a bylaw has to be to deprive a member of their due process?

[Dan Honemann]

On 12/9/2021 at 6:07 PM, Tomm said:

So who determines how silent a bylaw has to be to deprive a member of their due process?

You've told us that your bylaws are not silent.  They say that the board may remove a member from office by a two-thirds vote.

[Tomm]

On 12/9/2021 at 4:41 PM, Dan Honemann said:

You've told us that your bylaws are not silent.  They say that the board may remove a member from office by a two-thirds vote.

With all due respect Mr. Honemann, I would argue that the bylaws simply state the reasons a director can be removed and the required vote to achieve such a dismissal, a majority vs 2/3rds!

Surely, every decision made under RONR requires a vote but the process required to get to that point is where we differ in opinions as to whether the vote alone should be considered the total "process or procedure". Motions are required to have a "second", motions can be debated, speakers can only speak twice, and motions can only be amended twice before a vote must be taken. To me, that would be considered the "procedure" to process a motion. The vote alone is simply a determination whether the motion passes or fails.

Similarly, as far as disciplinary actions are to be considered, executive session is part of the procedure as is an investigation, a trial, an opportunity to defend ones self, and the opportunity to appeal the decision. The vote is only applicable to determine guilt or innocents but only after the procedures for due process have been fulfilled! And those procedures are found in the organizations parliamentary authority, which is RONR because they are absent in the bylaws!  

[Dan Honemann]

On 12/9/2021 at 7:12 PM, Tomm said:

With all due respect Mr. Honemann, I would argue that the bylaws simply state the reasons a director can be removed and the required vote to achieve such a dismissal, a majority vs 2/3rds!

Surely, every decision made under RONR requires a vote but the process required to get to that point is where we differ in opinions as to whether the vote alone should be considered the total "process or procedure". Motions are required to have a "second", motions can be debated, speakers can only speak twice, and motions can only be amended twice before a vote must be taken. To me, that would be considered the "procedure" to process a motion. The vote alone is simply a determination whether the motion passes or fails.

Similarly, as far as disciplinary actions are to be considered, executive session is part of the procedure as is an investigation, a trial, an opportunity to defend ones self, and the opportunity to appeal the decision. The vote is only applicable to determine guilt or innocents but only after the procedures for due process have been fulfilled! And those procedures are found in the organizations parliamentary authority, which is RONR because they are absent in the bylaws!  

Okay, that's your opinion. Time now to move on.

[Richard Brown]

On 12/9/2021 at 6:12 PM, Tomm said:

With all due respect Mr. Honemann, I would argue that the bylaws simply state the reasons a director can be removed and the required vote to achieve such a dismissal, a majority vs 2/3rds!

And that is all that is necessary, Tomm, but you won’t accept our answers. 

[Richard Brown]

Btw, Tomm, you aren’t limited to conducting the “removal” motion as an ordinary motion with members limited to two speeches, etc. You can adopt a motion for a special procedure to conduct the proceeding almost any way you want to. You can even conduct it exactly like section 63 of RONR calls for or you can modify it.  I’m thinking, though, that it would require a two thirds vote to adopt a special procedure that deviates from the standard method of considering a motion. 

[Tomm]

On 12/9/2021 at 6:16 PM, Richard Brown said:

Btw, Tomm, you aren’t limited to conducting the “removal” motion as an ordinary motion with members limited to two speeches, etc. You can adopt a motion for a special procedure to conduct the proceeding almost any way you want to. You can even conduct it exactly like section 63 of RONR calls for or you can modify it.  I’m thinking, though, that it would require a two thirds vote to adopt a special procedure that deviates from the standard method of considering a motion. 

I very much appreciate how you've all tolerated my rebuttals, but I am a hard headed Italian after all, and we will simply and respectfully agree to disagree...not that my opinion hold any weight!

It's not so much whether or not you strictly adhere too or modify the procedures within 63, I just don't understand how you can classify the vote as being a "process or procedure" when a vote is simply the result of a determination after a procedure to evaluate the all the facts has been conducted?

[Weldon Merritt]

On 12/9/2021 at 6:48 PM, Tomm said:

I just don't understand

That seems abundantly clear.

[Guest Zev]

Perhaps the gentleman would consider proposing a bylaws amendment, instead of the current language, stating that the dismissal of any director must take place by way of an investigation and trial to be conducted by the assembly per RONR, or some words to that effect. I suspect that if the assembly had a hand in electing the director they would want to have a hand in his dismissal.

[Atul Kapur]

On 12/10/2021 at 12:34 AM, Guest Zev said:

Perhaps the gentleman would consider proposing a bylaws amendment, instead of the current language, stating that the dismissal of any director must take place by way of an investigation and trial to be conducted by the assembly per RONR, or some words to that effect. I suspect that if the assembly had a hand in electing the director they would want to have a hand in his dismissal.

Let's be specific and accurate. Tomm has quoted from his Articles of Incorporation, which supercede the bylaws. I believe that what you are proposing would require an amendment to the Articles, not the bylaws.

[Joshua Katz]

On 12/9/2021 at 8:48 PM, Tomm said:

I very much appreciate how you've all tolerated my rebuttals, but I am a hard headed Italian after all, and we will simply and respectfully agree to disagree...not that my opinion hold any weight!

 

It's the other way around. The question is about interpreting your governing documents. Our opinions are just opinions. It's up to your organization to make the definitive interpretation.

[Tomm]

So was Mr. Martin wrong when he said "More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent."

I'm not trying to pit you guys against each other, and I'm desperately trying to understand what appears to be a contradiction, but when the org's bylaws has a whole list of procedures required to suspend a Member, but those same bylaws fail to list the procedures to discipline a member of the board, why isn't that considered "being silent" on the procedures with the requirement to fall back on those in RONR?

[Josh Martin]

On 12/9/2021 at 2:26 PM, Tomm said:

Seems to me, that the state statute requires a procedure and just because the bylaws are silent on such procedures doesn't mean that they don't exist?

Your bylaws contain rules on this matter.

With that said, ultimately a question regarding the meaning of a state statute is beyond the scope of RONR and this forum.

On 12/9/2021 at 2:26 PM, Tomm said:

The Article of Incorporation states, for removal by the directors:  "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"

On 12/9/2021 at 2:26 PM, Tomm said:

I thought that as a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then the inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise?

Yes, that's correct, and if your society's rules were in fact silent on this matter, then I would concur that RONR is controlling. But the rules are not silent.

On 12/9/2021 at 2:49 PM, Tomm said:

You guys know best and I will concede to your determination, however, the lack of due process, (i.e. an investigation, trial, an opportunity to defend ones self and the option to appeal) is a major concern!

If your organization finds this to be concerning, it is free to amend its bylaws.

On 12/9/2021 at 3:18 PM, Tomm said:

Not wanting to beat this horse to death, but I would think the right to due process precedes RONR, the Bylaws, the Articles of Incorporation and the State Statutes? Just say'n! Can you spell K-a-n-g-a-r-o-o -- C-o-u-r-t ?

What "right to due process" are you referring to? While this exceeds the scope of this forum, I will say generally that rights under the US Constitution in this regard (for example) relate to the criminal justice system, not to disciplinary proceedings in a private society.

A private society has the right to adopt such rules as it wishes, including for disciplinary matters, except to the extent that such rules conflict with the rules of a parent society or applicable law.

On 12/9/2021 at 5:07 PM, Tomm said:

So who determines how silent a bylaw has to be to deprive a member of their due process?

When I said "silent," I meant it. That is, if your bylaws said literally nothing about disciplinary procedures, than the rules in RONR would be controlling. Your bylaws (actually, your articles of incorporation) have rules on this matter, albeit rules which are not as detailed as you would like. Such rules are binding and take precedence over the rules in RONR.

The bylaws (and even higher-level documents) are the fundamental documents of a society. They take precedence over other rules of the society, including RONR, and can indeed affect such matters as the rights of members and board members and officers, including due process.

Although it is not relevant here since your organization has its own rules on these matters, it is worth noting that RONR does not categorically grant "due process" rights for officers and board members. While disciplining a member of a society always requires formal disciplinary procedures (unless the bylaws provide otherwise), removing a board member may or may not require formal disciplinary procedures, depending upon the exact wording of the term of office.

On 12/9/2021 at 6:12 PM, Tomm said:

Surely, every decision made under RONR requires a vote but the process required to get to that point is where we differ in opinions as to whether the vote alone should be considered the total "process or procedure". Motions are required to have a "second", motions can be debated, speakers can only speak twice, and motions can only be amended twice before a vote must be taken. To me, that would be considered the "procedure" to process a motion. The vote alone is simply a determination whether the motion passes or fails.

Yes, and in the absence of any rules adopted by the board in this matter, the procedure you describe would be what is used for removal of a board member.

On 12/9/2021 at 6:12 PM, Tomm said:

Similarly, as far as disciplinary actions are to be considered, executive session is part of the procedure as is an investigation, a trial, an opportunity to defend ones self, and the opportunity to appeal the decision. The vote is only applicable to determine guilt or innocents but only after the procedures for due process have been fulfilled! And those procedures are found in the organizations parliamentary authority, which is RONR because they are absent in the bylaws!  

As has been previously noted, your society does in fact have its own rules on this matter (however simplistic those rules may be), and they take precedence over RONR.

As to your summary of the procedures in RONR, I would note two things:

• There is no "opportunity to appeal the decision" under the formal disciplinary procedures in RONR, because the disciplinary procedures under RONR grant the authority to make these decisions to the general membership of the society, so there is no higher authority to appeal to.
• The formal disciplinary procedures may or may not be the procedure used for removing a board member. See RONR (12th ed.) 62:16.

On 12/9/2021 at 7:48 PM, Tomm said:

I very much appreciate how you've all tolerated my rebuttals, but I am a hard headed Italian after all, and we will simply and respectfully agree to disagree...not that my opinion hold any weight!

It's not so much whether or not you strictly adhere too or modify the procedures within 63, I just don't understand how you can classify the vote as being a "process or procedure" when a vote is simply the result of a determination after a procedure to evaluate the all the facts has been conducted?

Just to be clear, I don't actually care about these semantics about whether the wording in your Articles of Incorporation constitutes a "process or procedure," because that's irrelevant so far as RONR is concerned. So far as RONR is concerned, the rules in your bylaws take precedence over RONR, period. There is no minimum level of detail which is required, and there is nothing in RONR which specifically requires adopting a "procedure" in this matter. If an organization adopts a rule in its bylaws (or a higher level document) which provides:

"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""

Then so far as RONR is concerned, this rule (whether you call it a procedure or not) supersedes the disciplinary rules in RONR in their entirety. RONR has a detailed procedure, and these rules do not. As to how the assembly would process a motion to remove a director, my view would be that it would be done the same as any other motion, unless the board chooses to do otherwise.

You are presumably focusing on the word "procedure" because of the use of that word in state statute, and allege that the rules do not constitute a "procedure" in the sense that term is used in the statute. This is not a question about RONR, it is beyond the scope of this forum, and I have no idea whether it is correct. That would be a question for an attorney.

On 12/10/2021 at 9:36 AM, Tomm said:

So was Mr. Martin wrong when he said "More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent."

Strike "procedures" and insert "rules," I suppose, if you want to make the argument that what you have in your rules isn't a "procedure." I apologize if my imprecise language led you down a rabbit hole.

 

Edited December 10, 2021 at 06:53 PM by Josh Martin

[Tomm]

I would just like to thank Mr. Martin for his extensive explanation and the time required to do so, as well as all other responders.

If I'm not mistaken, however, I still have the opportunity to make a point of order due to continuing violation that was caused when the special meeting was improperly called without a purpose specified!

Thanks again!

[J. J.]

On 12/9/2021 at 12:18 PM, Josh Martin said:

A point of order may be raised regarding this matter. Assuming these facts are correct, this is certainly a continuing breach.

It will ultimately be up to your organization to interpret its own bylaws, and I caution that I have not seen the exact language of the rule in question, but generally my view is that if the bylaws "give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure," then this means no procedure is required. That is, the board may simply adopt a motion to remove a board member. This would take precedence over the rules in RONR.

Based on the additional facts, this raises the question of whether the membership in fact has the authority to remove the President. What do the bylaws say on that matter?

I would have to draw the distinction between the vote required and process needed.  RONR does provide for a specific process in removing someone, based on the term of clause.  That process would have to be followed, absent some other process specified in a rule or bylaw.  While such a rule would rule regulating procedure would take precedence over RONR, the absence of such a rule would not.

[Tomm]

On 12/10/2021 at 6:13 PM, J. J. said:

I would have to draw the distinction between the vote required and process needed.  RONR does provide for a specific process in removing someone, based on the term of clause.  That process would have to be followed, absent some other process specified in a rule or bylaw.  While such a rule would rule regulating procedure would take precedence over RONR, the absence of such a rule would not.

Articles of Incorporation state the following and a temporary replacement director was not installed for more than 2 months after the one director was removed! 

"2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." (emphases mine)

I suppose those two plus months without a director being installed as a replacement would be an area of concern? The director that was dismissed was dismissed the day after the last meeting of the board prior to their 2 month hiatus. The replacement was installed when the meetings resumed 2 months later.