Removal of booster members

[James Brown]

I am a booster member in a non profit 501(c)3 organization. The organization supports the Band programs at the middle school and high school level.

Recently, the board removed 2 booster parents from being able to volunteer in any capacity for the remainder of their student’s HS career. This was due to “disruptive behavior” and conduct “detrimental to the program”. 
 

There was no trial, no offer of appeal, and no offer of remediation or reconciliation. Without going into excruciating detail, you’ll have to trust me when I say that these actions were the result of a personality conflict between the board president and these 2 parents.

The board (spurred on by the president who has proven to be a manipulative, tyrannical bully) has shut down every avenue of discussion with the 2 parents.

My question: There is nothing in our organization’s bylaws about removal/discipline of booster members. Is there something in RONR that would support this action from the board without trial, chance of appeal, etc.?

P.S. The removed parents have already consulted an attorney regarding State Code as it appears to require a trial, and opportunity for appeal. Based on this action the board has finally agreed to a meeting, however no one involved expects this to really go anywhere due to the board’s previous actions.

Thank you in advance for your advice!

Edited March 28, 2023 at 03:01 PM by James Brown
Typo

[J. J.]

Absent a bylaw or higher level rule and if your organization has adopted RONR, then see Section XX. 

 

 

[Rob Elsman]

Since "State Code" [?] appears to control, it was wise to have obtained legal council to protect your rights under it.

[James Brown]

Indiana State Code on non profits.

IC 23-17-8-2 Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations

 

     Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:

(1) fair and reasonable; and

(2) carried out in good faith.

     (b) A procedure is fair and reasonable under either of the following conditions:

(1) The articles of incorporation or bylaws set forth a procedure that provides the following:

(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.

(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.

(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.

     (c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

     (d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.

     (e) A member who has been expelled or suspended or whose membership is terminated may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion, suspension, or termination.

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

[James Brown]

The concern is that regardless of the merit of the board’s decision it appears they are not following anything set forth in the bylaws (which very clearly lack disciplinary procedures against booster membership).

Without knowing anything about RONR section XX, or how it pertains to this scenario - the board appears to be using this in their favor, basically daring these parents to bring legal action against the board. The parents are hoping to avoid this, as it will potentially cause irreparable damage to the Band program.

Unfortunately, with the board being unwilling to reason, it appears this may be the only avenue.

Edited March 28, 2023 at 04:05 PM by James Brown
Typo

[Gary Novosielski]

On 3/28/2023 at 8:49 AM, James Brown said:

Recently, the board removed 2 booster parents from being able to volunteer in any capacity for the remainder of their student’s HS career. This was due to “disruptive behavior” and conduct “detrimental to the program”. 

Do your bylaws grant this power to the board?  RONR does not.  

[James Brown]

There is nothing in our bylaws about removing boosters. There are only provisions for removing board members.

[Gary Novosielski]

On 3/28/2023 at 12:49 PM, James Brown said:

There is nothing in our bylaws about removing boosters. There are only provisions for removing board members.

Then, if the rules in RONR apply (which at this point is not known to any degree of certainty), the board has adopted a motion which conflicts with the bylaws, and that constitutes a continuing breach of the rules [see 23:6(a)], and is subject to a Point of Order at any time for as long as the breach continues.

At least that's how it appears to me.  Stay tuned for additional info.

[Josh Martin]

On 3/28/2023 at 9:19 AM, James Brown said:

The concern is that regardless of the merit of the board’s decision it appears they are not following anything set forth in the bylaws (which very clearly lack disciplinary procedures against booster membership).

Without knowing anything about RONR section XX, or how it pertains to this scenario - the board appears to be using this in their favor, basically daring these parents to bring legal action against the board. The parents are hoping to avoid this, as it will potentially cause irreparable damage to the Band program.

Unfortunately, with the board being unwilling to reason, it appears this may be the only avenue.

Other avenues would include, for instance:

• Raising a Point of Order at a meeting of the membership, followed by an Appeal if necessary
• Removing some or all of the board members responsible
• Amending the bylaws to clarify procedures for removal of members

But if the board members are especially stubborn in this regard, I expect you may well be right that this matter may ultimately need to be resolved in the courts.

Edited March 28, 2023 at 06:28 PM by Josh Martin

[James Brown]

Playing devil’s advocate… let’s say we have the board and membership in attendance at a general meeting.

One of the removed parents raise a Point of Order for this very issue. How does this process play out?

Is the Point of Order raised vague or generic or detailed?

Would the Appeal mirror the Point of Order, followed by a Debate that carries more details or weight?

[Richard Brown]

@James BrownTwo questions: first, is this organization incorporated? The statute which you cited refers to a specific type of nonprofit corporation. Are you incorporated and are you that type corporation?

Second question: have these booster members actually been expelled from membership? The statute refers to being expelled from membership, but you have said only that they have been prohibited from participating in certain activities. There is a difference.

It seems to me you might need both legal advice and also parliamentary advice from a professional parliamentarian who can look into this situation better than we can.

Edited March 29, 2023 at 12:48 PM by Richard Brown
Typographical correction

[Josh Martin]

On 3/29/2023 at 6:52 AM, James Brown said:

Playing devil’s advocate… let’s say we have the board and membership in attendance at a general meeting.

One of the removed parents raise a Point of Order for this very issue. How does this process play out?

Is the Point of Order raised vague or generic or detailed?

Would the Appeal mirror the Point of Order, followed by a Debate that carries more details or weight?

A Point of Order is used to bring the chair's attention to an alleged violation of the rules. The Point of Order concisely states the specific issues involved. In this instance, I believe it would be something to the effect of "Members XXX, YYY, and ZZZ were improperly removed, because the required disciplinary procedures were not followed, and their removals are therefore null and void." The chair would rule on the Point of Order, ruling it either "well taken," meaning the chair agrees, or "not well taken," meaning the chair disagrees.

A member could then move to appeal from the decision of the chair. If another member seconds this motion, this then puts the question before the assembly, and the assembly may then debate this matter. I must emphasize that what the assembly is discussing at this time is not the conduct at issue or the merits of the board's decision to discipline the members. Rather, the debate is solely about whether the procedures were properly followed, and whether the violations of the rules in this matter are sufficient to constitute a continuing breach. The assembly will then vote on whether to sustain the decision of the chair. A majority vote in the negative is required to overturn the chair's ruling.

Point of Order and Appeal are discussed in greater detail in RONR (12th ed.) Sections 23-24.

On 3/29/2023 at 7:47 AM, Richard Brown said:

@James BrownTwo questions: first, is this organization incorporated? The statute which you cited refers to a specific type of nonprofit corporation. Are you incorporated and are you that type corporation?

Second question: have these booster members actually been expelled from membership? The statute refers to being expelled from membership, but you have said only that they have been prohibited from participating in certain activities. There is a difference.

It seems to me you might need both legal advice and also parliamentary advice from a professional parliamentarian who can look into this situation better than we can.

I would note that, even if the statute in question is not applicable, the organization would then default to RONR (since the bylaws are also silent), and removal of members from the society would require formal disciplinary procedures - and also would need to be completed by the society itself, not the board.

I agree, however, that nothing in RONR requires formal disciplinary procedures if all that has been done is for these members to be "prohibited from participating in certain activities," provided those activities do not relate to their rights as members (that is, the member are still permitted to attend business meetings of the society, speak in debate, vote, etc.). In that case, I think the board probably has the authority to make this decision (although it will be necessary to check the bylaws to say for sure), however, the organization could still rescind or amend that decision, unless the board has exclusive authority in this area.

Edited March 29, 2023 at 01:49 PM by Josh Martin

[James Brown]

On 3/29/2023 at 8:47 AM, Richard Brown said:

@James BrownTwo questions: first, is this organization incorporated? The statute which you cited refers to a specific type of nonprofit corporation. Are you incorporated and are you that type corporation?

Second question: have these booster members actually been expelled from membership? The statute refers to being expelled from membership, but you have said only that they have been prohibited from participating in certain activities. There is a difference.

It seems to me you might need both legal advice and also parliamentary advice from a professional parliamentarian who can look into this situation better than we can.

@Richard Brown -

1. Yes they are incorporated.

2. They have been removed from volunteering in any capacity. This includes being able to volunteer for the organization’s largest fundraiser (which these parents have been a huge part of for the last several years). The parents were able to pay for membership fees with this fundraiser. Now they cannot. I believe the statute which I attached also refers to suspension.

While this isn’t a true “Expulsion”, it is at least a significant blow or limitation to these parents being able to volunteer or fundraise. They are also prohibited from running for office, since that is also considered some form of volunteering…

[James Brown]

On 3/29/2023 at 9:48 AM, Josh Martin said:

A Point of Order is used to bring the chair's attention to an alleged violation of the rules. The Point of Order concisely states the specific issues involved. In this instance, I believe it would be something to the effect of "Members XXX, YYY, and ZZZ were improperly removed, because the required disciplinary procedures were not followed, and their removals are therefore null and void." The chair would rule on the Point of Order, ruling it either "well taken," meaning the chair agrees, or "not well taken," meaning the chair disagrees.

A member could then move to appeal from the decision of the chair. If another member seconds this motion, this then puts the question before the assembly, and the assembly may then debate this matter. I must emphasize that what the assembly is discussing at this time is not the conduct at issue or the merits of the board's decision to discipline the members. Rather, the debate is solely about whether the procedures were properly followed, and whether the violations of the rules in this matter are sufficient to constitute a continuing breach. The assembly will then vote on whether to sustain the decision of the chair. A majority vote in the negative is required to overturn the chair's ruling.

Point of Order and Appeal are discussed in greater detail in RONR (12th ed.) Sections 23-24.

I would note that, even if the statute in question is not applicable, the organization would then default to RONR (since the bylaws are also silent), and removal of members from the society would require formal disciplinary procedures - and also would need to be completed by the society itself, not the board.

I agree, however, that nothing in RONR requires formal disciplinary procedures if all that has been done is for these members to be "prohibited from participating in certain activities," provided those activities do not relate to their rights as members (that is, the member are still permitted to attend business meetings of the society, speak in debate, vote, etc.). In that case, I think the board probably has the authority to make this decision (although it will be necessary to check the bylaws to say for sure), however, the organization could still rescind or amend that decision, unless the board has exclusive authority in this area.

@Josh Martin @Richard Brown - Not ALL, but some if not most of these parents rights have been ignored in this process. I can send you the bylaws if that would help.

I have gone over them ad nauseam and can verify there is NOTHING regarding booster member discipline, possibly because there has never been a need for it…

[Josh Martin]

On 3/29/2023 at 9:40 AM, James Brown said:

 

2. They have been removed from volunteering in any capacity. This includes being able to volunteer for the organization’s largest fundraiser (which these parents have been a huge part of for the last several years). The parents were able to pay for membership fees with this fundraiser. Now they cannot. I believe the statute which I attached also refers to suspension.

While this isn’t a true “Expulsion”, it is at least a significant blow or limitation to these parents being able to volunteer or fundraise. They are also prohibited from running for office, since that is also considered some form of volunteering…

I appreciate the clarification. I am not an attorney and cannot speak to whether the statute is applicable in this situation. To the extent that it is, I believe the procedure I outlined previously regarding Point of Order and Appeal would still be applicable.

So far as RONR is concerned, however, prohibiting the members from participating in these fundraisers and other volunteer activities is not, in my view, discipline in the sense that term is used in RONR. So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society. Therefore, a Point of Order and Appeal would not be appropriate. Notwithstanding this, if the society disagrees with this action, the society is free to adopt a motion rescinding or amending the board's motion in this matter (unless the bylaws grant the board exclusive authority in this regard). See Official Interpretation 2006-13: Countermanding Board Action.

A motion to Rescind or Amend Something Previously Adopted requires for its adoption any of the following:

• A majority vote, with previous notice given in the call of the meeting or at the previous regular meeting (if within a quarterly interval)
• A 2/3 vote
• A vote of a majority of the entire membership

Unlike a Point of Order and Appeal, the debate on this motion would relate to the merits of the board's decision and whether, in the society's judgment, the members should be prohibited from participation in volunteer activities due to “disruptive behavior” and conduct “detrimental to the program”. While this is not, strictly speaking, "discipline" in a parliamentary sense, I imagine this debate still may involve sensitive matters, and therefore it will be necessary to be careful about the rules of decorum and would likely be advisable to conduct this portion of the meeting in executive session.

In regard to the particular matter of being "prohibited from running for office," however, that is certainly a form of discipline which, under the rules in RONR, could be imposed only through formal disciplinary procedures, and only by the society itself (not the board). In regard to that particular matter, the procedure I outlined previously regarding Point of Order and Appeal would still be applicable.

Edited March 29, 2023 at 03:14 PM by Josh Martin

[James Brown]

On 3/29/2023 at 11:13 AM, Josh Martin said:

I appreciate the clarification. I am not an attorney and cannot speak to whether the statute is applicable in this situation. To the extent that it is, I believe the procedure I outlined previously regarding Point of Order and Appeal would still be applicable.

So far as RONR is concerned, however, prohibiting the members from participating in these fundraisers and other volunteer activities is not, in my view, discipline in the sense that term is used in RONR. So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society. Therefore, a Point of Order and Appeal would not be appropriate. Notwithstanding this, if the society disagrees with this action, the society is free to adopt a motion rescinding or amending the board's motion in this matter (unless the bylaws grant the board exclusive authority in this regard). See Official Interpretation 2006-13: Countermanding Board Action.

A motion to Rescind or Amend Something Previously Adopted requires for its adoption any of the following:

• A majority vote, with previous notice given in the call of the meeting or at the previous regular meeting (if within a quarterly interval)
• A 2/3 vote
• A vote of a majority of the entire membership

Unlike a Point of Order and Appeal, the debate on this motion would relate to the merits of the board's decision and whether, in the society's judgment, the members should be prohibited from participation in volunteer activities due to “disruptive behavior” and conduct “detrimental to the program”. While this is not, strictly speaking, "discipline" in a parliamentary sense, I imagine this debate still may involve sensitive matters, and therefore it will be necessary to be careful about the rules of decorum and would likely be advisable to conduct this portion of the meeting in executive session.

In regard to the particular matter of being "prohibited from running for office," however, that is certainly a form of discipline which, under the rules in RONR, could be imposed only through formal disciplinary procedures, and only by the society itself (not the board). In regard to that particular matter, the procedure I outlined previously regarding Point of Order and Appeal would still be applicable.

@Josh Martin - “So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society.”

Does this mean all the board needs is “broad authority” granted by the bylaws in order to make decisions regarding discipline or sanctions?

[Josh Martin]

On 3/29/2023 at 10:29 AM, James Brown said:

@Josh Martin - “So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society.”

Does this mean all the board needs is “broad authority” granted by the bylaws in order to make decisions regarding discipline or sanctions?

If the board has broad authority, under the bylaws, to manage the affairs of the society, I believe this is sufficient to make decisions concerning participation by members to be prohibited from participating in certain activities, provided those activities do not relate to their rights as members (that is, the members are still permitted to attend business meetings of the society, speak in debate, vote, etc.). A decision of this nature does not, in a parliamentary sense, constitute "discipline or sanctions." However, as noted above, the society retains the authority to overturn the board's decisions in this matter, unless the bylaws specifically grant the board exclusive authority in this area.

This is not sufficient for the board to impose actual discipline or sanctions, such as expelling members or suspending them of their actual rights of membership. That would require specific authorization in the bylaws.

Edited March 29, 2023 at 03:41 PM by Josh Martin

[James Brown]

On 3/29/2023 at 11:29 AM, James Brown said:

@Josh Martin - “So at least so far as RONR is concerned, I think the board could likely take this action, presuming the bylaws grant the board broad authority to manage the affairs of the society.”

Does this mean all the board needs is “broad authority” granted by the bylaws in order to make decisions regarding discipline or sanctions?

Looking at this Article from our bylaws, this appears to be the broad authority you’re referring to?

ARTICLE IV BOARD OF DIRECTORS

The Board of Directors shall be the managing body of XXAssociation. The Board of Directors shall be responsible for coordinating the XXAssociation’s affairs as well as establishing the budget and reporting the budget at the Annual Organizational Meeting.

Other than this article, there is no mention of disciplinary actions or sanctions against members... I understand what you’re getting at, and also that a board needs some way to protect the organization from “disruptive members”. Otherwise it’s the Wild West.

What concerns me is that the Wild West still seems to be alive and well in between the lines, or the gray areas of our bylaws, or RONR.

[Josh Martin]

On 3/29/2023 at 10:40 AM, James Brown said:

Looking at this Article from our bylaws, this appears to be the broad authority you’re referring to?

Yes, this is the sort of provision I was thinking of. I believe "responsible for coordinating the Association’s affairs" is indeed "broad authority."

On 3/29/2023 at 10:40 AM, James Brown said:

What concerns me is that the Wild West still seems to be alive and well in between the lines, or the gray areas of our bylaws, or RONR.

Certainly, in the long run, the society is free to adopt its own rules on these matters in its bylaws if it wishes to do so.

Edited March 29, 2023 at 03:43 PM by Josh Martin

[James Brown]

@Richard Brown - I’m not sure I answered your question completely.

Two questions: first, is this organization incorporated? The statute which you cited refers to a specific type of nonprofit corporation. Are you incorporated and are you that type corporation?

Our organization is incorporated and is a nonprofit 501(c)3. A booster club for middle school and high school band.

[Richard Brown]

On 3/29/2023 at 10:13 AM, Josh Martin said:

So far as RONR is concerned, however, prohibiting the members from participating in these fundraisers and other volunteer activities is not, in my view, discipline in the sense that term is used in RONR.

I’m not so sure I agree. In fact, I think I disagree. In my mind, prohibiting a member from participating in activities sponsored by the organization and which sare the other members can participate in does constitute discipline.

Edited March 30, 2023 at 02:34 AM by Richard Brown
Typographical correction as indicated

[James Brown]

On 3/29/2023 at 2:55 PM, Richard Brown said:

I’m not so sure I agree. In fact, I think I disagree. In my mind, prohibiting a member from participating in activities sponsored by the organization and which are the members can participate in does constitute discipline.

@Richard Brown - I’m inclined to agree. I know that the parents who were removed from being able to volunteer certainly feel disciplined.

[Josh Martin]

On 3/29/2023 at 1:55 PM, Richard Brown said:

I’m not so sure I agree. In fact, I think I disagree. In my mind, prohibiting a member from participating in activities sponsored by the organization and which are the members can participate in does constitute discipline.

Does it constitute "discipline" in the sense that you believe it would require the formal disciplinary procedures in Section 63 of RONR in order to impose it?

[Joshua Katz]

The problem, in my mind, is that many use-cases of RONR do not actually fit well. For instance, many volunteer fire departments use RONR, but cannot be reasonably expected to use Chapter XX before a firefighter can be stopped from disobeying orders on the fire scene. Similarly, an organization that works with children cannot reasonably be expected to be powerless to stop people from participating without a trial procedure.

[Richard Brown]

On 3/29/2023 at 4:52 PM, Josh Martin said:

Does it constitute "discipline" in the sense that you believe it would require the formal disciplinary procedures in Section 63 of RONR in order to impose it?

Yes, unless the bylaws or other rules provide for a different procedure.