Censure of President of 501 (C) (3) corporation

[Guest MLB]

At a general meeting of our organization, a non-profit 501 (3) (c) corporation, a voting member made a motion to censure the president of organization with stated reasons. It was seconded by another voting member. All board officers and board members are volunteers. All members that perform duties for the organization are volunteers. The board chose to ignore the motion and proceeded to other business. After the motion was made and seconded what should have been the subsequent procedures by the board?  What recourse do the members that proposed and seconded the motion need to follow?

[Josh Martin]

On 4/6/2023 at 3:59 PM, Guest MLB said:

At a general meeting of our organization, a non-profit 501 (3) (c) corporation, a voting member made a motion to censure the president of organization with stated reasons. It was seconded by another voting member. All board officers and board members are volunteers. All members that perform duties for the organization are volunteers. The board chose to ignore the motion and proceeded to other business. After the motion was made and seconded what should have been the subsequent procedures by the board?

I don't know what you mean by "the board" chose to ignore the motion. The board, as a group, does not have any role in the operation of general membership meetings. There board is not assembled as the board and cannot take any collective action as the board. So there were no subsequent procedures for the board to take.

I presume what you mean to say is that the president ignored the motion. What the President (and Vice President) should have done is as follows:

• The President should have relinquished the chair to the Vice President, since the fact that the President is the subject of the motion to censure would have undermined the perception of his impartiality.
• The Vice President should have stated the question on the motion, asked if there was any debate, and continued to preside over the motion as it was considered, handling any debate and secondary motions.
• Ultimately, the Vice President would take the vote on the motion and declare the motion adopted or lost.
• The President would then resume chairing the meeting.

On 4/6/2023 at 3:59 PM, Guest MLB said:

What recourse do the members that proposed and seconded the motion need to follow?

The recourse to follow in this matter is discussed in RONR (12th ed.) 62:2-9, and it may also be prudent to read up on 62:10-15, which deals with the procedures to remove the presiding officer for part or all of the meeting. The first step is to raise a Point of Order regarding the chair ignoring the motion. What happens next depends on how the chair responds to that.

These procedures need to be applied promptly at the time the breach occurs. There is no recourse at this time other than to try again at a future meeting.

[Richard Brown]

On 4/6/2023 at 3:59 PM, Guest MLB said:

After the motion was made and seconded what should have been the subsequent procedures by the board?  What recourse do the members that proposed and seconded the motion need to follow?

We really need more information.  You said this was a "general meeting", but your discussion was about the board and you said "the board chose to ignore the motion.  If it was a general membership meeting, the board had no business doing or deciding anything. Board members are no different from other members and have no special rights or privileges or power at general membership meetings.  The members are in control at membership meetings. So, for openers, what type of meeting was this?  A general membership meeting or a board meeting? 

Assuming it was a general membership meeting (since you indicated it was), the motion absolutely should have been "processed" exactly as any other motion.  The board, as a board, should have nothing to say about it.  Board members, if they are also general members, can debate the motion just like all other members can.  They have no special rights.   If the chair ignored the motion, someone should have raised a point of order. If the chair ruled the motion out of order, then any two members could have appealed the ruling of the chair to the assembly.  It is too late now to undo what happened, though.

As to what to do now, the motion can be renewed (made again) at a future meeting just as if it had never been made previously.  And be prepared to raise a point of order if the chair does not handle the motion correctly and to appeal from his ruling and to argue why his ruling should be overturned if he rules against you.  An appeal is usually debatable but is subject to special limits on debate.  It requires a majority vote to overturn the decision of the chair.

You also should have other members to back you up.

Note: I typed this response yesterday afternoon before Mr. Martin responded, but for some reason apparently did not post it.

[Guest MLB]

Thank you for your information. 

We just received, from our president, the agenda for our upcoming general membership meeting. Under "unfinished business" the president has included "censure motion". Does that mean the motion is still on the table even though it has not been motioned again?

[Dan Honemann]

On 4/10/2023 at 9:28 AM, Guest MLB said:

Thank you for your information. 

We just received, from our president, the agenda for our upcoming general membership meeting. Under "unfinished business" the president has included "censure motion". Does that mean the motion is still on the table even though it has not been motioned again?

What, exactly, do your bylaws say about agendas for your general membership meetings, and how frequently are these meetings held?

[Guest mlb]

Below is the Government section of our bylaws

 

Article III. GOVERNMENT

Section A – The control and management of the Club shall be vested in the Board of Directors, which shall carry out the desires of the Membership.

Section B – Membership Meetings of the Club shall be held on the second Friday of each month, except July and December, at such hour and place as designated by the Board.  Members shall be notified seven (7) days in advance of such meetings.

It shall be the option of the Membership, by affirmative vote of two-thirds of a quorum of Regular Members present to change the date of the Membership Meeting to an alternate date without requiring an amendment to these By-Laws.

Section C – Special Membership Meetings may be called by the President or, in the case of his/her absence or disability, by the Vice President; or by the Board on written request of five or more members.  A notice stating the object and location of any Special Meeting shall be mailed by the Secretary to all members in good standing, at least seven (7) days prior to the holding of such Special Meeting.  However, if the purpose of such Special Meeting cannot be adequately covered under the one subject, the call shall state “and such other business as may properly come before it”.

Section D – A Quorum for Regular or Special Meeting of the Club shall consist of at least twenty percent (20%) of the regular members in good standing.  See Article I for Election to Membership.

Section E – Board Meetings.  Meetings of the Board of Directors shall be held at a time and place mutually agreed upon by the Board Members, during a period within 3 weeks previous to the Regulr Membership Meetings.  Special Board Meeting may be held upon call of the President, or in the case of his/her absence or disability, by the Vice President, or by written request to the Secretary by any two members of the Board.  The secretary shall notify all Board Members at least seven (7) days prior to either Regular or Special Meetings of the Board.  If the purpose for the call of such Special Board Meetings cannot be adequately covered under one subject, the call shall state “and such other business as may properly come before it”.

Section F – A Quorum for meetings of the Board of Directors shall consist of at least a majority of the entire Board.

Section G – An audit of the Treasurer’s accounts shall be made prior to the November election by two members from the Membership and one member from the Board, excepting the Treasurer.  Another audit may be called by the New Board to verify accounts for the incoming Treasurer.

 

Section H – At all Regular Meetings of the Membership, the order of business shall be:

1.       Introduction of Guests

2.      Reading of the Minutes of the previous Meeting

3.      Correspondence

4.      Report of the Officers

5.      Report of the Committees

6.      Unfinished Business

7.      New Business

8.      Election of New Members to the Club

9.      Adjournment

Section I – At all Regular Meetings of the Board of Directors, the order of business shall be:

1.      Report of Officers

2.      Reading of the Minutes of the previous Meeting

3.      Correspondence

4.      Report of the Committees

5.      Unfinished Business

6.      New Business

7.      Adjournment

Section J – At all Special Meetings of the Membership, or Special Meeting of the Board of Directors, the order of business outlined in Section H and I of this Article shall be dispensed with, and the subject of such Special Meeting shall take precedence

[Gary Novosielski]

Based on the language provided, it is apparent that no agenda is required, and so would not be appropriate.  The order of business is clearly specified in the case of both types of meeting, and should be followed.  There can certainly be a memo developed listing items of business that are expected to come up during the meeting as an aid to staying focused, but it would not be binding, and to avoid confusion should probably not be referred to as an agenda.   An item of censure, if one is moved, would presumably come up under new business, unless it was the result a recommendation reported out of a committee.

 

On another topic, I notice a potential problem in your language on special meetings.  If the rules in RONR were controlling (which in this case the appear not to be) the call of a special meeting could not contain the phrase "and such other business as may properly come before it," because this does not "clearly and specifically [describe] the subject matter of the motions or items of business to be brought up" [RONR (12th ed.) 9:13]

The rule in RONR clearly allows bringing up multiple items at a single special meeting.  All that is required is that each of them be clearly and specifically described.  It seems to me that including that language in the bylaws creates an opportunity to abuse the purpose of special meetings and creates ambiguity over what constitutes being "properly" introduced, in such a situation.

Just my opinion which, since I am not a member of your society, is worth every penny you paid for it. 🙂 And maybe less.

Edited April 10, 2023 at 03:05 PM by Gary Novosielski
citation

[Josh Martin]

On 4/10/2023 at 8:28 AM, Guest MLB said:

We just received, from our president, the agenda for our upcoming general membership meeting. Under "unfinished business" the president has included "censure motion". Does that mean the motion is still on the table even though it has not been motioned again?

On 4/10/2023 at 9:26 AM, Guest mlb said:

Section B – Membership Meetings of the Club shall be held on the second Friday of each month, except July and December, at such hour and place as designated by the Board.  Members shall be notified seven (7) days in advance of such meetings.

As a technical matter, I am not certain this motion should properly be "Unfinished Business" for the next meeting of the general membership. The motion was, strictly speaking, never pending to begin with, because it was never stated by the chair (although it should have been), nor was it made an order of the day. As a result, I don't think it technically falls under any of the categories in RONR (12th ed.) 41:23.

With that said, any situation like this, where the meeting has "gone off the rails" will never neatly fit into RONR. I do not find it particularly objectionable to consider this matter under Unfinished Business, and this may well be a good faith effort by the President to correct the error he made at the previous meeting.

[Richard Brown]

On 4/10/2023 at 10:04 AM, Gary Novosielski said:

Based on the language provided, it is apparent that no agenda is required, and so would not be appropriate.  The order of business is clearly specified in the case of both types of meeting, and should be followed.  There can certainly be a memo developed listing items of business that are expected to come up during the meeting as an aid to staying focused, but it would not be binding, and to avoid confusion should probably not be referred to as an agenda.   An item of censure, if one is moved, would presumably come up under new business, unless it was the result a recommendation reported out of a committee.

On another topic, I notice a potential problem in your language on special meetings.  If the rules in RONR were controlling (which in this case the appear not to be) the call of a special meeting could not contain the phrase "and such other business as may properly come before it," because this does not "clearly and specifically [describe] the subject matter of the motions or items of business to be brought up" [RONR (12th ed.) 9:13]

The rule in RONR clearly allows bringing up multiple items at a single special meeting.  All that is required is that each of them be clearly and specifically described.  It seems to me that including that language in the bylaws creates an opportunity to abuse the purpose of special meetings and creates ambiguity over what constitutes being "properly" introduced, in such a situation.

Just my opinion which, since I am not a member of your society, is worth every penny you paid for it. 🙂 And maybe less.

I agree with this entire comment by Mr. Novosielski. Well said.

[Guest MLB]

Thank you for your information. 

We just received, from our president, the agenda for our upcoming general membership meeting. Under "unfinished business" the president has included "censure motion". Does that mean the motion is still on the table even though it has not been motioned again?

 

I have been online to rulesonline.com and am not clear on how to find the sections that have been suggested to me to read up on. 62:2-9, 62:10-15, etc. Would someone please assist?

[Richard Brown]

On 4/11/2023 at 8:20 AM, Guest MLB said:

I have been online to rulesonline.com and am not clear on how to find the sections that have been suggested to me to read up on. 62:2-9, 62:10-15, etc. Would someone please assist?

If you are using rulesonline.com, you are looking at the over 100 years old fourth edition of Roberts rules. The current edition is the 12th edition, published in 2020. You can find it in good bookstores, on Amazon, and in the NAP bookstore. There is also a Kindle edition available from Amazon. I haven’t checked lately, but I think the cost is around 18–20 dollars. All of the citations which we give are to the 12th edition. Also, the method of citing to the book changed with the 12th edition. Citations to all previous additions are by page number, but citations to the 12th edition are by section and paragraph  number.  It has no correlation to the fourth edition. The paperback version of the 12th edition is $15.19 on Amazon

Edited April 11, 2023 at 01:59 PM by Richard Brown
Added last two sentences

[Atul Kapur]

That website contains the 4th edition of Robert's Rules of Order Revised, which is over 100 years old (and therefore in the public domain). The current edition is the 12th and I suggest that you obtain a copy of that one.

[Josh Martin]

On 4/11/2023 at 8:20 AM, Guest MLB said:

I have been online to rulesonline.com and am not clear on how to find the sections that have been suggested to me to read up on. 62:2-9, 62:10-15, etc. Would someone please assist?

I concur with my colleagues. While I ordinarily would do my best to provide an equivalent section in the 4th edition to use in the interim, I don't think there is a good equivalent to those specific citations in the 4th edition. I think you're just going to have to buy the 12th edition, or borrow a copy from a local library.