Removal of an officer based on bylaws

[James Brown]

Atul Kapur, I'm not sure I answered your question entirely... As far as communication goes, it is understood by the boosters that the board handles communication to the boosters. Whether that is notify of a fundraiser, spread good news, or to call or require a special meeting.

From what I understand however - the board is currently wrapped up trying to provide evidence that their meetings are closed. They are ignoring the instructions in our bylaws regarding the removal of officers.

[Gary Novosielski]

On 11/30/2022 at 9:13 AM, James Brown said:

I recently notified the board of directors of our 501(c)(3) organization that I was providing notice of an "intent to remove" our board president. I provided notice based on language in our bylaws. I notified them via email 14 days in advance of their next regularly scheduled meeting, and 7 days in advance of the required (by our bylaws) time for the booster members to be made aware of the intent to remove.

You say you provided notice to the board, but the rules that you quoted say that you should have provided it to the boosters (which I presume is the name given to your general membership). 

 

[Richard Brown]

Does Indiana law provide for a method of calling special meetings of the membership?  If so, please quote the provision.

[Richard Brown]

Dr. Kapur asked you what your bylaws say about calling special meetings of the membership and you replied that they say nothing about that.  Are you sure?  The bylaws do refer to both regular and special meetings of the membership.  It would be unusual for the bylaws to refer to special meetings but not to provide for how or by whom they may be called.

Edited to add:  Perhaps you mentioned this and I don't recall it, but how are REGULAR meetings of your membership called or set?  Please quote whatever provision there is verbatim.  BTW, the provision for calling regular or special meetings of the membership would normally be in the Article dealing with Membership Meetings, but such a provision could also be in the provisions dealing with the powers of the president or the board.

Edited November 30, 2022 at 08:23 PM by Richard Brown
Added last paragraph

[James Brown]

On 11/30/2022 at 2:52 PM, Gary Novosielski said:

You say you provided notice to the board, but the rules that you quoted say that you should have provided it to the boosters (which I presume is the name given to your general membership). 

 

I provided notice to the board based on my understanding of our bylaws and to follow proper decorum. I was concerned that if I went around or over the board's head and communicated the intent to remove that it would be seen as a disgruntled parent trying to make trouble. Also, I didn't see anything in Article 9 that plainly says who is supposed to contact the boosters about the intent to remove. It only says that the boosters are to be notified of the intent to remove.

What is currently happening is that the board is not releasing the notification because they are not following our bylaws to the letter. They are either trying to stall until elections in April, or they don't understand our bylaws or both. They want to be able to decide upon the validity of the intent to remove before it is released to the boosters. I have already been warned by a member of the board that the Executive Board is acting like a "kangaroo court" and that the notice will never see the light of day.

[James Brown]

On 11/30/2022 at 3:03 PM, Richard Brown said:

Does Indiana law provide for a method of calling special meetings of the membership?  If so, please quote the provision.

I am providing the direct excerpt for your question...

IC 23-17-15-1            Regular and special meetings; location of meetings; means of participation in meeting

Sec. 1. (a) If the time and place of a directors' meeting is fixed by:
    (1) bylaws; or 
    (2) the board of directors;
the meeting is a regular meeting. All other meetings are special meetings.
    (b) The board of directors may hold regular or special meetings inside or outside of Indiana.
    (c) Unless articles of incorporation or bylaws provide otherwise, a board of directors may permit a director to:
          (1) participate in a regular or special meeting by; or
          (2) conduct the meeting through the use of;
any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

As added by P.L.179-1991, SEC.1.

Edited December 1, 2022 at 01:34 PM by James Brown
Removing link

[James Brown]

On 11/30/2022 at 3:11 PM, Richard Brown said:

Dr. Kapur asked you what your bylaws say about calling special meetings of the membership and you replied that they say nothing about that.  Are you sure?  The bylaws do refer to both regular and special meetings of the membership.  It would be unusual for the bylaws to refer to special meetings but not to provide for how or by whom they may be called.

Edited to add:  Perhaps you mentioned this and I don't recall it, but how are REGULAR meetings of your membership called or set?  Please quote whatever provision there is verbatim.  BTW, the provision for calling regular or special meetings of the membership would normally be in the Article dealing with Membership Meetings, but such a provision could also be in the provisions dealing with the powers of the president or the board.

I misunderstood. I am pasting below the section from our bylaws regarding meetings...

SECTION 11 The Board of Directors shall meet monthly during the months of May, June, August, September, October, November, January, February, March, and April. At the close of each meeting, those present shall determine the date of the next meeting in order to best serve the needs of all members. Special meetings shall be called by the President upon written request of five (5) voting members of the Board. Special meetings may be conducted by any means of communication, including telephone or internet.

[James Brown]

On 12/1/2022 at 5:49 AM, James Brown said:

I misunderstood. I am pasting below the section from our bylaws regarding meetings...

SECTION 11 The Board of Directors shall meet monthly during the months of May, June, August, September, October, November, January, February, March, and April. At the close of each meeting, those present shall determine the date of the next meeting in order to best serve the needs of all members. Special meetings shall be called by the President upon written request of five (5) voting members of the Board. Special meetings may be conducted by any means of communication, including telephone or internet.

Digging through the bylaws again, I see no provisions about how REGULAR meetings for the membership are called or set. I included our only section in the bylaws on meetings above.

Below are attached any provisions I could find dealing with the powers of president and board.

ARTICLE IV BOARD OF DIRECTORS The Board of Directors shall be the managing body of *****. The Board of Directors shall be responsible for coordinating the ***** affairs as well as establishing the budget and reporting the budget at the Annual Organizational Meeting.

SECTION 4 The Officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by *****.
➢ The President shall preside at all meetings of *****, shall appoint committees whose members (except for the Nominating Committee) shall serve at the pleasure of the President. The President shall be an ex-officio member of all committees, except the Nominating Committee.

➢ The Vice President shall assume all duties of the President in the absence of the President.

➢ The Secretary shall keep and make available to current Board Members, upon request, all records. Either the President or the Secretary may sign all certified copies of Acts of *****. The Secretary shall keep, report, and maintain minutes of all meetings, and attend to all correspondence.

➢ The Student Account Facilitator (formerly the Financial Secretary) shall receive student-related funds due ****. He/She shall keep and maintain an accurate record all student fees, fair-share credits, and fundraising credits. He/She will present an annual income report, as well as such interim income reports, as the President may request, to the Board of Directors and at regularly scheduled meetings. The Student Account Facilitator shall make available such records to any Booster, upon request, except records pertaining to individual student accounts, and confidential requests for payment plans or for financial assistance. Confidential records may be made available solely to the President, Vice President, Treasurer, and Student Account Facilitator. The Student Account Facilitator, with direction and agreement from the Treasurer and Director, shall pursue means of Collection as needed.

➢ The Treasurer shall issue all disbursements, keep and maintain an accurate record of all receipts, income deposits, and disbursements. The Treasurer shall present an annual financial report, as well as such interim financial reports as the President may request, to the Board of Directors and at regularly scheduled meetings of *****. The Treasurer shall make available such records to any Voting Booster upon request. The Vice President shall reconcile the bank accounts monthly. The Treasurer shall provide such records to the Vice President as required to perform the monthly bank account reconciliation. The Treasurer, as a matter of course, shall provide a copy of the monthly bank statements to the President and the Student Account Facilitator upon request, and shall provide a current account balance at each regularly scheduled Board Meeting.

[puzzling]

On 12/1/2022 at 10:49 AM, James Brown said:

I misunderstood. I am pasting below the section from our bylaws regarding meetings...

SECTION 11 The Board of Directors shall meet monthly during the months of May, June, August, September, October, November, January, February, March, and April. At the close of each meeting, those present shall determine the date of the next meeting in order to best serve the needs of all members. Special meetings shall be called by the President upon written request of five (5) voting members of the Board. Special meetings may be conducted by any means of communication, including telephone or internet.

tha above is about Board meetings ,

What are the rules for (general and special) membership meetings?

[Richard Brown]

Mr. Brown, Dr.Kapur and I both asked you about the bylaw provisions for both regular and special meetings of the MEMBERSHIP (the boosters) but you keep responding with provisions dealing with BOARD meetings. 

Please tell us what your bylaws say about both regular and special meetings of the MEMBERSHIP, including the annual meeting. Surely they say SOMETHING. 
 

[Josh Martin]

On 11/30/2022 at 12:58 PM, James Brown said:

From what I understand however - the board is currently wrapped up trying to provide evidence that their meetings are closed. They are ignoring the instructions in our bylaws regarding the removal of officers.

The board is free to decide that its meetings are closed if it wishes, unless otherwise provided in applicable law or the organization's rules.

Although that is not really relevant to the present question, because the bylaws provide that officers are removed by the membership.

On 12/1/2022 at 4:32 AM, James Brown said:

They want to be able to decide upon the validity of the intent to remove before it is released to the boosters.

What is there to decide? The rules as presented do not appear to require anything in particular for notice of an intent to remove.

[James Brown]

On 12/1/2022 at 7:28 AM, Josh Martin said:

The board is free to decide that its meetings are closed if it wishes, unless otherwise provided in applicable law or the organization's rules.

Although that is not really relevant to the present question, because the bylaws provide that officers are removed by the membership.

What is there to decide? The rules as presented do not appear to require anything in particular for notice of an intent to remove.

Yes sir, I understand that they are free to decide to have closed meetings. I guess my point - and yours as well - is that what they are deliberating is indeed irrelevant because the bylaws provide that the officers can be removed by membership. I said earlier in this thread that attitudes have become a bit contentious and negative. I am trying to avoid that if possible.

[James Brown]

On 12/1/2022 at 7:08 AM, Richard Brown said:

Mr. Brown, Dr.Kapur and I both asked you about the bylaw provisions for both regular and special meetings of the MEMBERSHIP (the boosters) but you keep responding with provisions dealing with BOARD meetings. 

Please tell us what your bylaws say about both regular and special meetings of the MEMBERSHIP, including the annual meeting. Surely they say SOMETHING. 
 

I think I found what you're asking about... Although I haven't' been able to find in our bylaws language that clearly states the difference between a BOARD meeting and a regular or special meeting of the BOOSTER ASSOCIATION. There isn't an article or section dedicated to MEMBERSHIP meetings.  Anything mentioned is included in other sections/articles. Our bylaws seem to be vague  in some instances, clearer in others. I am new to this, and still have a lot to learn.

It appears that I need to request a Special Meeting of the Booster Association?

SECTION 10 With the exception of the President, whose position shall be filled by the Vice-President for the remainder of the unexpired term, vacancies shall be filled by a special election during a regularly scheduled meeting of the Board of Directors. The Board of Directors shall nominate a qualified candidate and may fill the office by temporary appointment until such time as there is reasonable opportunity for a special confirming vote by a majority of the Boosters during a regularly scheduled or special meeting.

ARTICLE IX REMOVAL OF OFFICERS AND DIRECTORS
Any Officer or member of the Board of Directors may be removed from an elected position by three-fourths (3/4) of the Boosters present at any regularly scheduled, or Special meeting of the BOOSTERS ASSOCIATION. Advance notice of intent to remove, at least seven (7) days prior to the meeting, shall be communicated to the Boosters. Any officer or Board Member may be temporarily relieved of responsibilities and authorities from an elected position by a three-fourths (3/4) vote of the Board of Directors until such time as there is opportunity for a removal vote at a regularly scheduled or special meeting of BOOSTERS ASSOCIATION. At such general meeting, the determination of the Board of Directors shall be confirmed by a majority vote, or if not, the Officer or Board Member shall continue in the elected position for the remainder of the unexpired term.

[Atul Kapur]

We are now back to the original question I asked: how are special meetings of the Boster Association (i.e., membership meetings) called and who has the authority to require one to be called?

If your bylaws are silent, look to the law. By the way, the excerpt of the law that you provided spoke to regular and special meetings of the board, but I expect there is something about meetings of the membership.

[James Brown]

On 12/1/2022 at 10:15 AM, Atul Kapur said:

We are now back to the original question I asked: how are special meetings of the Boster Association (i.e., membership meetings) called and who has the authority to require one to be called?

If your bylaws are silent, look to the law. By the way, the excerpt of the law that you provided spoke to regular and special meetings of the board, but I expect there is something about meetings of the membership.

According to SECTION 11 of our bylaws: Special meetings shall be called by the President upon written request of five (5) voting members of the Board. Special meetings may be conducted by any means of communication, including telephone or internet.

[Atul Kapur]

On 12/1/2022 at 10:15 AM, Atul Kapur said:

how are special meetings of the Boster Association (i.e., membership meetings) called

 

On 12/1/2022 at 1:11 PM, James Brown said:

According to SECTION 11 of our bylaws

Section 11 appears to refer to meetings of the board, not membership meetings. You have not shared the corresponding language for meetings of the members ("Boosters").

Again, if your bylaws are silent, look to the applicable law. The portion of the law you quoted also refers to meetings of the board rather than the membership.

[James Brown]

On 12/1/2022 at 1:23 PM, Atul Kapur said:

 

Section 11 appears to refer to meetings of the board, not membership meetings. You have not shared the corresponding language for meetings of the members ("Boosters").

Again, if your bylaws are silent, look to the applicable law. The portion of the law you quoted also refers to meetings of the board rather than the membership.

I believe our bylaws are silent regarding meetings for the members.

Below is the law regarding meetings of the membership.

IC 23-17-10-1 Annual and regular membership meetings; meetings and participation by remote communication
     Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
     (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
     (c) Annual and regular membership meetings may be held inside of or outside of Indiana at the place stated in or fixed in accordance with the bylaws.
     (d) A corporation's bylaws adopted under this chapter may provide that an annual or regular membership meeting will not be held in any place, but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:
(1) determine the location of the annual or regular membership meeting; or
(2) elect that the meeting will not be held at any place but solely by means of remote communication.
     (e) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at an annual or regular membership meeting may do the following:
(1) Participate in the annual or regular membership meeting by means of remote communication.
(2) If the conditions under subsection (f) are met, be considered present in person and vote at the annual or regular membership meeting, regardless of whether the meeting is held in person or by means of remote communication.
     (f) To conduct an annual or regular membership meeting by means of remote communication, a corporation must do the following:
(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.
(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.
(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.
     (g) At the annual meeting:
(1) the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation; and
(2) the members shall consider and act upon other matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC-23-17-11-4(b).
     (h) At regular meetings the members shall consider and act upon matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC-23-17-11-4(b).
     (i) The failure to hold an annual or a regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not do any of the following:
(1) Affect the validity of any corporate action.
(2) Work any forfeiture or dissolution of the corporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.7.

[James Brown]

On 12/1/2022 at 1:23 PM, Atul Kapur said:

 

Section 11 appears to refer to meetings of the board, not membership meetings. You have not shared the corresponding language for meetings of the members ("Boosters").

Again, if your bylaws are silent, look to the applicable law. The portion of the law you quoted also refers to meetings of the board rather than the membership.

If there aren't typically meetings of the members - how do the boosters call for a regular meeting of the members? Especially when they're not mentioned in the bylaws? And if the board is refusing to release the intent to remove until they have voted on it's merit, how is that ever supposed to happen?

[James Brown]

According to the following:
IC 23-17-10-1 Annual and regular membership meetings; meetings and participation by remote communication
     Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
     (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

If there isn't anything about membership meeting times "stated in or fixed in accordance with the bylaws" - What do the boosters/members do?

[Richard Brown]

On 12/1/2022 at 12:46 PM, James Brown said:

If there aren't typically meetings of the members - how do the boosters call for a regular meeting of the members? Especially when they're not mentioned in the bylaws?

I am having a hard time believing that there is NO MENTION in the bylaws of meetings of the membership.... not even the annual meeting.  How and when are your officers and directors elected?  Doesn't that happen at an annual meeting of the membership?  Are you telling us that your bylaws say NOTHING about this annual meeting.... not even the month in which it is to be held?   How and by whom are your annual meetings set?   I feel like we aren't being given important information that we regulars believe is probably somewhere in your bylaws.  It would be EXTREMELY unusual.... and probably due to a mistake.... if there is absolutely not a word in your bylaws about the annual membership (or boosters) meeting.

[Atul Kapur]

On 12/1/2022 at 1:46 PM, James Brown said:

how do the boosters call for a regular meeting of the members

Well, they don't. They may be able to call, or require, a special meeting. You shared the part of the legislation about regular and annual meetings. Look for what it says about special meetings.

[James Brown]

On 12/1/2022 at 3:10 PM, Atul Kapur said:

Well, they don't. They may be able to call, or require, a special meeting. You shared the part of the legislation about regular and annual meetings. Look for what it says about special meetings.

Gotcha. Thank you sir.

[James Brown]

On 12/1/2022 at 2:45 PM, Richard Brown said:

I am having a hard time believing that there is NO MENTION in the bylaws of meetings of the membership.... not even the annual meeting.  How and when are your officers and directors elected?  Doesn't that happen at an annual meeting of the membership?  Are you telling us that your bylaws say NOTHING about this annual meeting.... not even the month in which it is to be held?   How and by whom are your annual meetings set?   I feel like we aren't being given important information that we regulars believe is probably somewhere in your bylaws.  It would be EXTREMELY unusual.... and probably due to a mistake.... if there is absolutely not a word in your bylaws about the annual membership (or boosters) meeting.

That's my mistake sir. Please bear with me, I'm still navigating my way through the bylaws... Yes, there is an election in April and a regular meeting in May. Excerpt from our bylaws below.

a) The Chair will also state the nominations (hereinafter referred to as “Report”) for each open position at the Election Meeting, which is a General Booster Meeting to be held in April.

The only mention of the Annual meeting is pasted below.

The Board of Directors shall be responsible for coordinating the XXXX affairs as well as establishing the budget and reporting the budget at the Annual Organizational Meeting. 

The Annual Organizational meeting usually takes place in April or May.

 

[James Brown]

On 12/1/2022 at 4:03 PM, James Brown said:

That's my mistake sir. Please bear with me, I'm still navigating my way through the bylaws... Yes, there is an election in April and a regular meeting in May. Excerpt from our bylaws below.

a) The Chair will also state the nominations (hereinafter referred to as “Report”) for each open position at the Election Meeting, which is a General Booster Meeting to be held in April.

The only mention of the Annual meeting is pasted below.

The Board of Directors shall be responsible for coordinating the XXXX affairs as well as establishing the budget and reporting the budget at the Annual Organizational Meeting. 

The Annual Organizational meeting usually takes place in April or May.

 

I feel that this topic has become all about booster members and their ability to attend meetings. I understand why the topic has veered this direction. However, I'm not certain if it addresses my initial question. Based on the article listed in our bylaws, it appears that the members can call for an intent to remove an officer BEFORE their term is up. However, if the only way to do that is at an election - does that really make sense? And if the officer in question is refusing to accept or release this intent to remove - and they believe that they are also following the bylaws... Who is following the bylaws?

[Josh Martin]

On 12/1/2022 at 3:11 PM, James Brown said:

I feel that this topic has become all about booster members and their ability to attend meetings. I understand why the topic has veered this direction. However, I'm not certain if it addresses my initial question. Based on the article listed in our bylaws, it appears that the members can call for an intent to remove an officer BEFORE their term is up. However, if the only way to do that is at an election - does that really make sense?

Certainly this would not make sense, but I do not think that is what your rules provide. It would appear that such matters may be considered at any regularly scheduled or special meeting of the boosters. Your organization's bylaws should provide the rules concerning when regular meetings are held and how special meetings are called.

"Any Officer or member of the Board of Directors may be removed from an elected position by three-fourths (3/4) of the Boosters present at any regularly scheduled, or Special meeting of BLANK. Advance notice of intent to remove, at least seven (7) days prior to the meeting, shall be communicated to the Boosters."

On 12/1/2022 at 3:11 PM, James Brown said:

And if the officer in question is refusing to accept or release this intent to remove - and they believe that they are also following the bylaws... Who is following the bylaws?

Based upon the facts presented, I do not see a basis for the Secretary to refuse to release the intent to remove. There does not appear to be anything in the bylaws supporting such an action.