With Cause definition or requirements in relation to discipline

[Guest JV Michigan]

Please forgive this very basic question, but I'm unclear on the answers in RONR (12th) nor searching here. This is a multi-part question that I'm sure will have left out some relevant details unintentionally, so please ask for clarification as needed.

What is meant when a bylaw or State law stipulates "with cause" or "for cause" when such pertains to an action?

Does the motion need to state the "reason" or cause or does it just require additional steps (see discipline example further down)?

Our organization has RONR for our conduct of meetings; we are a membership organization, Officers are elected by the Members; Board of Directors are elected by the Board of Directors. The action being discussed was/would be at a Board of Directors meeting, not a membership meeting.

ByLaw for conduct of Meetings:

All meetings of this Association shall be conducted under procedures prescribed in Robert's Rules of Order.

Term of Office for an Officer from ByLaws:

All Officers shall take office on the first (1st) day of the new fiscal year and shall hold office for the term of one (1) year, or until their successors have been elected and qualified.

Our State, has the following statute:

450.2535 Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.
Sec. 535. (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders or members may be removed, with or without cause, only by vote of the shareholders or members. The authority of the officer to act as an officer may be suspended by the board for cause.

If our Board were to remove the authority of the sitting Treasurer, would the motion have to include the reason?

Example:

Motion to remove the authority of Bob Jones as Treasurer from Our Organization.

Or would it need to state:

Motion to remove the authority of Bob Jones as Treasurer from Our Organization for failure to perform duties.

Furthermore, my understanding is that 62:16 (RONR 12th) applies and subsequently Chapter 63 regarding a trial, etc. would be required. State Law requires "for cause" which as I'm reading would categorize it under this part of 62:16: 
"If, however, the bylaws provide that officers shall serve only a fixed term, such as "for two years" ( which is not a recommended wording; see 56:28), or if they provide that officers shall serve "for _ years and until their successors are elected," an officer can be removed from office only for cause that is, neglect of duty in office or misconduct-in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held."

The statement in the above section "only for cause" corresponds to the statute previous referenced; otherwise this would not apply to this organization since we have "1 year or until" in our terms of office. Although in this instance, the "remove authority" versus "remove from office" adds to my confusion on RONR verbiage versus that in statute.

If the Investigation and Trial Process was not followed, accusations and vote made outside of executive session, is the motion out of order? If the chair was incompetent and allowed the motion, discussion and vote, is the outcome valid?
Since statute stipulates "for cause" in this example, would the actions be in violation of State law? 

[puzzling]

Your organisation seems to be in violation of the statelaw and RONR.

I assume the treasurer was elected (as officer) by the membership then I suppose the board may after investigation as described in 63:8 suspend the officer from duty.

But a special membership meeting needs to be called for  trial and removing him from office (the state law only gives the membership meeting the authority to remove officers )

I don't think the motion should contain the very specifics of the reasons for suspension just follow RONR in them. (even more for the setting up for the investigation committee,  see RONR )

A board motion to remove an officer (elected by the membership) is against statelaw and should be declared null and void by the chair.

This is my opinion,  maybe others disagree 

[Gary Novosielski]

On 3/31/2023 at 4:21 PM, puzzling said:

I assume the treasurer was elected (as officer) by the membership then I suppose the board may after investigation as described in 63:8 suspend the officer from duty.

I don't see where that section applies to board action at all.  The committee is established by, and reports to, the membership.

[Atul Kapur]

On 3/31/2023 at 4:21 PM, puzzling said:

A board motion to remove an officer (elected by the membership) is against statelaw and should be declared null and void by the chair.

and

On 3/31/2023 at 4:50 PM, Gary Novosielski said:

I don't see where that section applies to board action at all. 

I ask both why they think that 

On 3/31/2023 at 2:19 PM, Guest JV Michigan said:

Sec. 535. (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders or members may be removed, with or without cause, only by vote of the shareholders or members. The authority of the officer to act as an officer may be suspended by the board for cause.

does not apply?

[Josh Martin]

On 3/31/2023 at 1:19 PM, Guest JV Michigan said:

What is meant when a bylaw or State law stipulates "with cause" or "for cause" when such pertains to an action?

Questions about what state law means should ultimately be directed to an attorney.

In RONR, the term "for cause" is used in connection with the removal of officers. In that connection, the text defines "cause" as "neglect of duty or misconduct." See RONR (12th ed.) 62:16.

Speaking generally, the terms "with cause" or "for cause" often refer to something of this nature, and are often used in connection with the removal of officers. Conversely, removal "without cause" generally means the officer could be removed for any reason the assembly deems appropriate.

On 3/31/2023 at 1:19 PM, Guest JV Michigan said:

Does the motion need to state the "reason" or cause or does it just require additional steps (see discipline example further down)?

"For cause" means that certain reasons are required, but those reasons do not necessarily need to be specified in the motion itself.

In RONR, a "for cause" requirement goes along with a requirement for a more detailed disciplinary procedure, but I don't know that this necessarily has to be the case in other contexts.

The remainder of your questions appear to relate specifically to the meaning of a particular state law. Such questions are beyond the scope of RONR and this forum and should be directed to an attorney.

[Guest JV Michigan]

Thank you all for the discussion. Please allow me to re-ask the second part with the understanding that I am not seeking legal advice, but trying to understand how RONR applies based on my reading. If it does not apply and/or it is time to seek legal counsel for further guidance, such advice would be greatly appreciated as well.

Our State's statute give the Board of Directors the power to remove authority from an Officer for cause. Our ByLaws stipulate RONR are our followed procedure. There does not appear to be a question if the Board can do this, the question is more about how they could do so.

To initiate such an action to remove authority, would we be expected or required to follow the procedure as outlined in RONR Chapter 20, regarding privacy, committees, disciplinary procedures (more specifically Section 62 & 63)? If we did not follow those procedures and instead made a direct motion during an open meeting, would we be in violation of RONR? The presumption being our Bylaws and Policies do not otherwise speak to disciplinary procedures.

Carrying on that, if such a motion were made and passed, is it one that must have a point of order declared during that meeting to undo/reverse/nullify it or is it's very existence improper and thus nullified regardless of Board action. I tend to get a bit confused on what class of actions and in what circumstances an action (motion) can only be rescinded by a vote of the assembly.

 

[Gary Novosielski]

I'm not attempting to interpret the state statute, but I will say that procedural rules in that statute will supersede the rules in RONR, including those in Chapter XX. So if you follow the state regulations, you cannot be "in violation" of RONR.

Points of Order must be made in a timely manner, which usually means immediately upon noticing a breach of the rules.  Exceptions are breaches that are of a continuing nature, and these are discussed in 23:6-9.  For those situations, a Point of Order is timely for as long as the breach continues.

Points of Order are used to deal with situations where rules were violated.  Upon a point having been ruled well-taken (i.e., sustained), the situation is resolved immediately without a vote of the assembly (except possibly on an Appeal.).

A vote to Rescind, or to Amend Something Previously Adopted, is used to deal with situations where a motion was adopted properly, with no procedural violations, but the assembly has simply changed its mind and no longer agrees that the motion should remain in force as originally passed, for whatever reason they find convincing.

[Josh Martin]

On 3/31/2023 at 8:14 PM, Guest JV Michigan said:

To initiate such an action to remove authority, would we be expected or required to follow the procedure as outlined in RONR Chapter 20, regarding privacy, committees, disciplinary procedures (more specifically Section 62 & 63)? If we did not follow those procedures and instead made a direct motion during an open meeting, would we be in violation of RONR? The presumption being our Bylaws and Policies do not otherwise speak to disciplinary procedures.

RONR has no answer to this question. This question arises because of a provision in state law which states "The authority of the officer to act as an officer may be suspended by the board for cause." RONR does not define what such a provision means.

Rather, what RONR says on this matter is as follows:

"If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

RONR also suggests that an alternative wording to use is to state "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority." RONR (12th ed.) 56:30

In this instance, the rules pertaining to the fixed term or to officers serving "and" until their successors are elected is inapplicable because your bylaws do not have those provisions and, in any event, state law takes precedence over your bylaws. 62:16 does not say that if the words "for cause" are used in the bylaws, then formal disciplinary procedures are required. Rather, it provides that if certain other language is in the bylaws, then both cause and formal disciplinary procedures are required.

The other potential citation which may be applicable is 56:30, but that wording also seems inapplicable, because the full text which is recommended is "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority," RONR (12th ed.) 56:30, emphasis added. In this instance, that latter language is not included. Rather, the state law simply states "for cause," period. So if I were, for instance, interpreting an organization's bylaws rather than applicable law, I would be hesitant to suggest that this means that formal disciplinary procedures, as specified in the parliamentary authority, must be followed.

I would also again note that this is ultimately not a question concerning the meaning of RONR but, rather, is a question regarding the meaning of state law, and questions regarding such matters should be directed to an attorney. So I don't know that I can answer the question about whether you are "in violation of RONR," because I can't know whether RONR is applicable here without knowing what the state law means.

With all of this said, in regard to the questions concerning privacy and open/closed meetings, I would note that it is highly advisable to conduct matters pertaining to discipline in executive session, whether or not formal disciplinary procedures are required.

On 3/31/2023 at 8:14 PM, Guest JV Michigan said:

Carrying on that, if such a motion were made and passed, is it one that must have a point of order declared during that meeting to undo/reverse/nullify it or is it's very existence improper and thus nullified regardless of Board action. I tend to get a bit confused on what class of actions and in what circumstances an action (motion) can only be rescinded by a vote of the assembly.

To the extent that formal disciplinary procedures are required in this matter, failure to do so would constitute a continuing breach. To be clear, a Point of Order still must be raised in such circumstances to address the error - it simply means that the Point of Order may be raised at a later meeting, rather than needing to be promptly raised at the time of the breach.

Edited April 1, 2023 at 01:40 AM by Josh Martin

[puzzling]

On 3/31/2023 at 10:36 PM, Atul Kapur said:

and

I ask both why they think that 

does not apply?

I do think that the provision applies .

I interpretate it that the board needs to use the provisions in RONR 62 and 63 to suspend the treasurers authority (because the "for cause" clause)

I assume the board has full authority between membership meetings , as far as not limited by state laws) and may create an investigation committee.

After the report the board may suspend the treasurer (as granted by the statelaw) but not remove the treasurer (as the statelaw only gives this authority to the membership)

The membership may remove the treasurer "without cause" according the state laws but it feels better to have a trial. Given that part of the procedure is already used.

[puzzling]

On 4/1/2023 at 2:14 AM, Guest JV Michigan said:

Our State's statute give the Board of Directors the power to remove authority from an Officer for cause. Our ByLaws stipulate RONR are our followed procedure. There does not appear to be a question if the Board can do this, the question is more about how they could do so.

I don't think your statue give the board of directors the power to remove authority from an officer.

Iit only grants the board the authority to suspend the authority  of an officer with cause (when the officer was elected by the membership) the board may remove the officer if the officer was co- opted .(effectively removing the authority of him  as well )

So in my opinion treasurer can only be removed by the membership or the body that  elected him. 

The membership may remove an officer without cause (so without following the disciplinary procedure of RONR) but the board cannot suspend him without following at least part of the procedure.

I would suggest following the complete disciplinary procedure of RONR just to have a complete documented and fair procedure. 

 

[Joshua Katz]

On 4/1/2023 at 2:59 AM, puzzling said:

I do think that the provision applies .

I interpretate it that the board needs to use the provisions in RONR 62 and 63 to suspend the treasurers authority (because the "for cause" clause)

To what type of organization does this sliver of a statute you were provided apply? Unless you know the answer from years of practice in the relevant jurisdiction, or from hours of research on Westlaw, I don't see how you can reach this conclusion. And even if you do have that background, and do know that this statute applies to this undescribed organization, this would not be the place to give such an opinion. And then there's the question of how you determined what the statute requires. 

 

 

[Gary Novosielski]

On 3/31/2023 at 9:39 PM, Josh Martin said:

RONR has no answer to this question. This question arises because of a provision in state law which states "The authority of the officer to act as an officer may be suspended by the board for cause." RONR does not define what such a provision means.

Rather, what RONR says on this matter is as follows:

"If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

RONR also suggests that an alternative wording to use is to state "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority." RONR (12th ed.) 56:30

In this instance, the rules pertaining to the fixed term or to officers serving "and" until their successors are elected is inapplicable because your bylaws do not have those provisions and, in any event, state law takes precedence over your bylaws. 62:16 does not say that if the words "for cause" are used in the bylaws, then formal disciplinary procedures are required. Rather, it provides that if certain other language is in the bylaws, then both cause and formal disciplinary procedures are required.

The other potential citation which may be applicable is 56:30, but that wording also seems inapplicable, because the full text which is recommended is "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority," RONR (12th ed.) 56:30, emphasis added. In this instance, that latter language is not included. Rather, the state law simply states "for cause," period. So if I were, for instance, interpreting an organization's bylaws rather than applicable law, I would be hesitant to suggest that this means that formal disciplinary procedures, as specified in the parliamentary authority, must be followed.

I would also again note that this is ultimately not a question concerning the meaning of RONR but, rather, is a question regarding the meaning of state law, and questions regarding such matters should be directed to an attorney. So I don't know that I can answer the question about whether you are "in violation of RONR," because I can't know whether RONR is applicable here without knowing what the state law means.

With all of this said, in regard to the questions concerning privacy and open/closed meetings, I would note that it is highly advisable to conduct matters pertaining to discipline in executive session, whether or not formal disciplinary procedures are required.

To the extent that formal disciplinary procedures are required in this matter, failure to do so would constitute a continuing breach. To be clear, a Point of Order still must be raised in such circumstances to address the error - it simply means that the Point of Order may be raised at a later meeting, rather than needing to be promptly raised at the time of the breach.

Not disagreeing with any of that, but most of those provisions apply to discipline by the membership of the society, and in the instant case we're talking about attempted discipline by the board, or am I missing something?

[Josh Martin]

On 4/1/2023 at 11:37 AM, Gary Novosielski said:

Not disagreeing with any of that, but most of those provisions apply to discipline by the membership of the society, and in the instant case we're talking about attempted discipline by the board, or am I missing something?

The last sentence in the law in question provides "The authority of the officer to act as an officer may be suspended by the board for cause."

[Gary Novosielski]

On 4/2/2023 at 12:31 PM, Josh Martin said:

The last sentence in the law in question provides "The authority of the officer to act as an officer may be suspended by the board for cause."

Yes, that was my point.  The question was about an action of the board, while the procedures in RONR apply to actions of the membership.