Board asking President to recuse themselves

[Guest Rachel]

Our board voted to adopt a policy last week. We had 100% majority vote to approve. The next day the President of the board personally attacked other board members about the policy and the vote and called a special meeting. In that meeting he asked all of us to rescind our votes and we said "no." Later that day we discovered he lied to us about not following the policy and then stated multiple times that the vote was rescinded. We reminded him that there was no vote to rescind, he did not properly bring it to vote and we all agreed to maintain our majority. His response to us was "I am the President and I can rescind a vote, therefore I am rescinding it." 

Question - we want to hold a special board meeting to properly deliberate about what to do with the President, can we ask him to recuse himself? I've read a few articles that we may be able to do this because he has personal interest to influence others. 

https://www.davis-stirling.com/HOME/H/HOA-Director-Recusal-Defined#:~:text=Recusal normally occurs when a,unduly influence the director's judgment.

https://www.hoaattorneys.com/lawyer/2018/05/07/Articles/Abstention-vs.-Recusal-What’s-the-Difference_bl34181.htm

Or do we try to censure him? Thank you

[EricS]

The president can't "rescind" a vote.

I don't think you can force a board member to recuse themselves from a vote, even if it's advisable. But if the rest of the board is unified in their opposition, you can censure or take action the president may disagree with whether or not he abstains or recuses himself. You also can use your own bylaws to remove him from the office of president and install someone else if you think he's not able to perform the role to the board's satisfaction.

[Josh Martin]

On 4/5/2023 at 2:40 PM, Guest Rachel said:

we want to hold a special board meeting to properly deliberate about what to do with the President, can we ask him to recuse himself?

Certainly you can ask the President to recuse himself. So far as RONR is concerned, however, while there are some circumstances in which a member should abstain from voting, a member is never required to do so.

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

It may well be that for your society, there is something in your bylaws or applicable law on this matter. Such rules would take precedence, but such questions are beyond the scope of RONR and this forum.

On 4/5/2023 at 2:40 PM, Guest Rachel said:

Or do we try to censure him?

That is at the board's discretion. I would note that a motion to censure is simply an expression of the board's disapproval and imposes no other penalty.

On 4/5/2023 at 4:24 PM, EricS said:

You also can use your own bylaws to remove him from the office of president and install someone else if you think he's not able to perform the role to the board's satisfaction.

This may or may not be correct. It would depend on what the bylaws provide on this matter and whether the President was initially elected by the board or by the membership. Further, to the extent that the President is removed, the Vice President would automatically become President unless the bylaws specifically provide otherwise.

[EricS]

Yes, sorry I wasn't clearer - only if your bylaws have a provision to remove. Since the links provided referenced HOAs, I made an assumption that might be wrong. Generally in HOA or cooperative boards, board members are elected by the owners, but officers are elected within the board, and therefore bylaws typically will allow the board to remove an officer from their office but not to remove them from the board without a vote from the owners.

[Guest Rachel]

On 4/5/2023 at 2:40 PM, EricS said:

Yes, sorry I wasn't clearer - only if your bylaws have a provision to remove. Since the links provided referenced HOAs, I made an assumption that might be wrong. Generally in HOA or cooperative boards, board members are elected by the owners, but officers are elected within the board, and therefore bylaws typically will allow the board to remove an officer from their office but not to remove them from the board without a vote from the owners.

Hi - I'm the OP, we are not an HOA, I just internet diving and found an HOA discussion about recusal.

[Richard Brown]

@Guest Rachel: You cannot prohibit the president from attending a meeting. You may ask him to not attend, but he has the right to refuse your request and to attend and to vote.

As for removing the president from office, the process  depends primarily upon the language in your bylaws, but for starters I would urge you to read FAQ # 20 in the frequently  asked questions on the main website. It is the last of the FAQs:  https://robertsrules.com/frequently-asked-questions/

Edited April 5, 2023 at 11:09 PM by Richard Brown
Typographical corrections

[Gary Novosielski]

On 4/5/2023 at 6:32 PM, Guest Rachel said:

Hi - I'm the OP, we are not an HOA, I just internet diving and found an HOA discussion about recusal.

If you're not an HOA, the rules governing HOAs will have limited application.