Can the Membership Rule that Member Revocation Criteria Have Been Met?

[Oscar Romeo]

The Bylaws for our flying club contain the following text regarding the revocation of membership.

Quote

 

Revocation of membership

Membership may be revoked by an affirmative vote of the BOD as long as the Member is 1) provided advance written notice, including the reason for revocation, 2) given the opportunity to contest the revocation in writing or in person before the BOD, and 3) final written notice of the decision of the BOD, for any of the following reasons: 

• Fails to pay dues or other fees within timeframes established in the Operating Procedures
• Operates an aircraft In a reckless or negligent manner
• Acts in willful disregard of Federal Aviation Administration (FAA) rules; federal, state or local laws, regulations and ordinances deemed applicable to Club operations; or the Operating Procedures
• Provides fraudulent information or consistently fails to provide information required by these bylaws or the Operating Procedures
• Acts in a manner that is detrimental to the best interests of the Club or its Members
• Acts in other ways deemed egregious or in flagrant disregard for the Club, its Members, or the general public

 

We have a situation where one of our members both did something and failed to do something that many members believe clearly meets the last two criteria in the bullet points above. These members believe that it is a safety issue. The Board has minimized this member's behavior. We have a regular meeting coming up in a month.

Those members who are dissatisfied with the Board's failure to act are considering making a motion at the next meeting along the lines of:

Quote

Motion: The membership determines that <name> has a) acted in a manner that is detrimental to the best interests of the Club or its Members and b) acted in ways that are egregious or in flagrant disregard for the Club, its Members, or the general public. The membership directs the Board to employ Section <section number> of the Bylaws and use any other means at its disposal to revoke the membership of <name> effective at the earliest possible date.

Is such a motion possible? Assuming such a motion were to be passed, could enough members of the Board simply vote against revocation and thwart the determination and will of the members?

Edited October 23, 2022 at 05:17 PM by Oscar Romeo
clarification

[puzzling]

On 10/23/2022 at 5:54 PM, Oscar Romeo said:

The Bylaws for our flying club contain the following text regarding the revocation of membership.

We have a situation where one of our members both did something and failed to do something that many members believe clearly meets the last two criteria in the bullet points above. These members believe that it is a safety issue. The Board has minimized this member's behavior. We have a regular meeting coming up in a month.

Those members who are dissatisfied with the Board's failure to act are considering making a motion at the next meeting along the lines of:

Is such a motion possible? Assuming such a motion were to be passed, could enough members of the Board simply vote against revocation and thwart the determination and will of the members?

the motion is (in my opinion) out of order.

the bylaws clearly state that the right to discipline lays by the board (and not the membership)

 

what you could do is a motion to censure the board by failing to  revoke the membership of <name> while <name> was acting in a way detrimental to the club and its membership and so on.

while this motion doesn't need to be made and debated in a closed part of the  meeting  (executive session in RONR parlance) it might be prudent to ask for it

[Joshua Katz]

On 10/23/2022 at 12:40 PM, puzzling said:

the motion is (in my opinion) out of order.

 

I disagree. 

I'm not sure that the provision cited here gives the board exclusive authority. But assuming it does, the society can still make requests of the board. So it should probably say it instructs the board to consider doing whatever, but the language here is susceptible to being read as such.

[Richard Brown]

On 10/23/2022 at 12:40 PM, puzzling said:

the motion is (in my opinion) out of order.

the bylaws clearly state that the right to discipline lays by the board (and not the membership)

I'm not convinced that this is necessarily true.  Ultimately, this is a matter of bylaws interpretation and depends on exactly what powers the bylaws grant to the board and whether the power to discipline members is a power exclusively within the powers of the Board.  To arrive at that conclusion, we need more information and need to know more about what the bylaws say about the powers of the board.  Unless the bylaws grant the board the sole and exclusive authority over the affairs of the organization, or place disciplinary matters exclusively within the control of the board, the membership, being the superior body under RONR, also retains those powers not delegated exclusively to the board.  49:3-7 amd 56:37-43.  Therefore, it might well be that the membership also has authority to discipline members, but it is my opinion that the exercise of such power by the membership would have to be pursuant to Chapter XX of RONR unless the bylaws specify a procedure for the general membership to use for discipline. 

I am interested in hearing the opinion of my colleagues as to whether the bylaw provision granting the Board the authority to discipline members and providing for a disciplinary procedure for the board to follow necessarily removes discipline from the provisions of Chapter XX of RONR.

I also want to call attention to Official Interpretations 2006-12 and 2006-13 regarding the power of the membership to overrule or countermand decisions of the board.  https://robertsrules.com/official-interpretations/#interpretations

Finally, depending on the provisions in the bylaws and even if discipline is vested solely with the Board, I believe the membership might well have the authority to adopt a non-disciplinary motion of censure against a member as provided for in section 69:2, footnote 1, and also 10:56-57, 12:20, and 39:7 (RONR, 12th ed.). 

On 10/23/2022 at 12:40 PM, puzzling said:

what you could do is a motion to censure the board by failing to  revoke the membership of <name> while <name> was acting in a way detrimental to the club and its membership and so on.

I agree with this unless the bylaws grant full, complete and exclusive control over the organization's affairs to the board and limit the power of the membership considerably, such as solely having the power to elect the Board of Directors and the Officers.  Even then, I believe the membership could probably adopt a non-disciplinary motion of censure.

[Josh Martin]

On 10/23/2022 at 11:54 AM, Oscar Romeo said:

Is such a motion possible?

No, I do not think this motion is in order.

The bylaws as written, in my view, grant exclusive authority over revocation of membership to the board. If the membership wishes to change this, it will need to amend the bylaws.

Another alternative (potentially, depending on what the bylaws provide regarding removal of board members) would be to remove board members and replace them with board members who support the views of the membership in this matter.

On 10/23/2022 at 11:54 AM, Oscar Romeo said:

Assuming such a motion were to be passed, could enough members of the Board simply vote against revocation and thwart the determination and will of the members?

As I have previously noted, I do not believe such a motion is in order, which makes this question moot.

I am in agreement with several of my colleagues that certainly the membership could recommend the board take action in this matter, but in that event, the board certainly could "vote against revocation and thwart the determination and will of the members." If the organization wishes to grant the membership the authority to override the board's decisions in revocation of membership, then I believe the bylaws would need to be amended.

I also concur with my colleagues, however, that this is ultimately a question of bylaws interpretation that the society will have to resolve for itself. I would note that in determining such a question, members should consider what they believe to be their honest interpretation of the rules as written and not be swayed by their opinions of the merits of the motion at hand.

I also concur with Guest Puzzling that the assembly should enter executive session for any motions relating to this matter.

On 10/23/2022 at 1:31 PM, Joshua Katz said:

I'm not sure that the provision cited here gives the board exclusive authority. But assuming it does, the society can still make requests of the board. So it should probably say it instructs the board to consider doing whatever, but the language here is susceptible to being read as such.

I disagree that the language "is susceptible to being read as such." The language of the motion in question quite clearly directs the board to revoke the individual's membership. If the board has exclusive authority in this matter, then the motion would need to be reworded to be in order.

On 10/23/2022 at 1:54 PM, Richard Brown said:

I am interested in hearing the opinion of my colleagues as to whether the bylaw provision granting the Board the authority to discipline members and providing for a disciplinary procedure for the board to follow necessarily removes discipline from the provisions of Chapter XX of RONR.

I think the provisions in question are certainly controlling with respect to revocation of membership (which RONR refers to as expulsion). Arguably, because the section specifically refers to revocation of membership, the disciplinary procedures in Ch. XX of RONR could still be used for lesser penalties (although it may be there are other rules on discipline we are not aware of).

On 10/23/2022 at 1:54 PM, Richard Brown said:

Finally, depending on the provisions in the bylaws and even if discipline is vested solely with the Board, I believe the membership might well have the authority to adopt a non-disciplinary motion of censure against a member as provided for in section 69:2, footnote 1, and also 10:56-57, 12:20, and 39:7 (RONR, 12th ed.). 

I have no disagreement that, even if all discipline is vested solely with the board, the membership could adopt a non-disciplinary motion of censure. Indeed, as you suggest later, I am inclined to think such a motion (since it simply expresses the assembly's opinion) could be adopted even if the board has exclusive authority over the affairs of the organization generally.

[Gary Novosielski]

On 10/23/2022 at 1:40 PM, puzzling said:

the motion is (in my opinion) out of order.

I don't agree.  As the superior assembly, the membership has every right to instruct the board, assuming the rules in RONR apply.  To countermand Board action would require a motion to Rescind or Amend Something Previously Adopted.   But if the Board simply took no action, the membership can direct it to do so by an ordinary main motion.  (usual disclaimers 👇apply)

See Official Opinion 2006-13.

[Josh Martin]

On 10/24/2022 at 10:51 AM, Gary Novosielski said:

I don't agree.  As the superior assembly, the membership has every right to instruct the board, assuming the rules in RONR apply.  To countermand Board action would require a motion to Rescind or Amend Something Previously Adopted.   But if the Board simply took no action, the membership can direct it to do so by an ordinary main motion.  (usual disclaimers 👇apply)

See Official Opinion 2006-13.

Let us suppose for the sake of argument that the bylaw in question does not grant exclusive authority to the board over the decision to revoke an individual's membership. Even in such a case, is the proper course of action really to direct the board to revoke the individual's membership? Or is the proper course of action for the membership, on its own motion, to revoke the individual's membership?

[Richard Brown]

On 10/24/2022 at 11:57 AM, Josh Martin said:

Let us suppose for the sake of argument that the bylaw in question does not grant exclusive authority to the board over the decision to revoke an individual's membership. Even in such a case, is the proper course of action really to direct the board to revoke the individual's membership? Or is the proper course of action for the membership, on its own motion, to revoke the individual's membership?

Even though your question appears to be directed to Mr. Novosielski, I will weigh in and say that it is my opinion that, if the right of the board to revoke a membership is not an exclusive power of the board, the proper course of action for the membership would be for the membership itself to take up a motion or action to revoke the individual's membership rather than to direct the board to revoke the membership.

[Gary Novosielski]

On 10/24/2022 at 12:57 PM, Josh Martin said:

Let us suppose for the sake of argument that the bylaw in question does not grant exclusive authority to the board over the decision to revoke an individual's membership. Even in such a case, is the proper course of action really to direct the board to revoke the individual's membership? Or is the proper course of action for the membership, on its own motion, to revoke the individual's membership?

I agree the latter would be far preferable, if it is in order.  

Bear in mind I was responding to @puzzling's assertion that the membership lacked any such authority.  We still haven't the relevant sections of the bylaws that might settle that question.