Guest Alice Esch Posted April 14, 2023 at 12:58 PM Report Share Posted April 14, 2023 at 12:58 PM We have a situation where one board member is most likely in violation of our code of ethics. What is the procedure for disciplining said member? Our by-laws do not speak specifically to this procedure. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 14, 2023 at 01:01 PM Report Share Posted April 14, 2023 at 01:01 PM What, if anything, do your bylaws say about discipline and removal from office? Please quote the provision verbatim. Also, please quote your provision on terms of office verbatim, being sure to include any language to the effect that officers serve until their successors are elected. Again, please quote the provision verbatim. Quote Link to comment Share on other sites More sharing options...
Guest re: disciplinary procedure Posted April 14, 2023 at 01:58 PM Report Share Posted April 14, 2023 at 01:58 PM Thank you for your response. There is no mention discipline in the bylaws - only in the code of ethics. The bylaws do state: A Board Director may be removed after written notice of specific cause from the ExecutiveCommittee (excluding any officer that is a subject of this specific cause) and, including an opportunityfor subject Board Member to be heard, upon a 2/3 majority vote of the Board members present andvoting Regarding terms, I believe this references only officer positions: Section 2. Terms: All officer candidates shall be put forth by the Governance Committee and elected bythe Board for an Officer Term of one (1) year, but may serve up to three 1-year Officer Terms upon re-election. Officers may serve more than three one-year Officer Terms if there is no other qualified, aswell as interested candidate as determined by the Governance Committee. In the event an Officervacancy occurs midterm, the Board shall elect another Board Member to fill the vacancy of the Officerposition. The person elected to fill a vacancy shall serve for the unexpired Officer Term This I believe is applicable to all board members: Bylaw eff. 4-28-22 Copyright © MHS 2022Section 4. Election to the Board: Nominations to fill vacancies of the Board shall be voted upon andapproved by a majority of the Board of Directors present and constituting a quorum at any regular orspecial meeting of the Board.Section 5. Terms & Eligibility:A. A Board member’s term may commence at any time of the year, as recommended by theGovernance Committee and approved by a majority vote of the full Board. A Board member’s term willconclude on June 30 to align with the end of MHS’ fiscal year.B. In order to rotate new directors on/off effectively, Board Terms for new directors may be 1, 2, or 3years, plus extra months for replacement directors, depending on when their Board Terms begin. BoardTerm length will be determined by the Governance Committee depending on what Board Terms areavailable at the time, including recently vacated Board seats.C. The Governance Committee shall also determine Board Term lengths, for renominated current Boardmembers, depending on what is available.D. Effective June 1, 2021, Board members shall serve no more than 9 consecutive years, depending onwhen their first Board Term started. Exceptions may be granted if the Governance Committeedetermines extenuating circumstances warrant it and the Board votes to approve.E. Effective June 1, 2021, after Board tenure of 9 years is completed, Board members shall leave for aminimum of one year and may be re-nominated by the Governance Committee to serve a Board Termafter the requisite break in service. This does not preclude participation on Board Committees ifappointed to a Committee as a Community Member.F. No employee or contractor of MHS shall serve as a Director on the Board. Nor shall any member oftheir immediate family, as determined by the Governance Committee, or household member of an MHSemployee serve as a Director on the Board.G. Spouses, immediate family, as determined by the Governance Committee, and household membersof Board Directors (collectively known as related members) may serve on the Board during the same oroverlapping terms, with a maximum of 2 family members (1 set) at any one time Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 14, 2023 at 05:14 PM Report Share Posted April 14, 2023 at 05:14 PM (edited) On 4/14/2023 at 7:58 AM, Guest Alice Esch said: We have a situation where one board member is most likely in violation of our code of ethics. What is the procedure for disciplining said member? Our by-laws do not speak specifically to this procedure. On 4/14/2023 at 8:58 AM, Guest re: disciplinary procedure said: There is no mention discipline in the bylaws - only in the code of ethics. The bylaws do state: A Board Director may be removed after written notice of specific cause from the ExecutiveCommittee (excluding any officer that is a subject of this specific cause) and, including an opportunityfor subject Board Member to be heard, upon a 2/3 majority vote of the Board members present andvoting It seems that your bylaws do answer this question. The bylaws provide that a board member "may be removed after written notice of specific cause from the Executive Committee (excluding any officer that is a subject of this specific cause) and, including an opportunity for subject Board Member to be heard, upon a 2/3 majority vote of the Board members present and voting." Or did you have something else in mind besides removal? If so, what did you have in mind? Edited April 14, 2023 at 05:15 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Guest re: disciplinary procedure Posted April 14, 2023 at 07:17 PM Report Share Posted April 14, 2023 at 07:17 PM Thank you for this response. How would you proceed if the board member in question is the wife of the board chair (thereby providing a clear conflict of interest in my opinion)? In this case I don't think the exec committee should be deciding. Can another member call for a special committee to investigate? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 14, 2023 at 07:45 PM Report Share Posted April 14, 2023 at 07:45 PM On 4/14/2023 at 2:17 PM, Guest re: disciplinary procedure said: How would you proceed if the board member in question is the wife of the board chair (thereby providing a clear conflict of interest in my opinion)? The same way. On 4/14/2023 at 2:17 PM, Guest re: disciplinary procedure said: In this case I don't think the exec committee should be deciding. Can another member call for a special committee to investigate? No. The bylaws clearly provide that a board member "may be removed after written notice of specific cause from the Executive Committee (excluding any officer that is a subject of this specific cause) and, including an opportunity for subject Board Member to be heard, upon a 2/3 majority vote of the Board members present and voting." The rule does not provide any exceptions. It may well be that the rule should provide greater flexibility in this regard, but unless and until the bylaws are amended in this matter, the organization is obligated to follow the rules as they are currently written. Quote Link to comment Share on other sites More sharing options...
Guest re: disciplinary procedure Posted April 14, 2023 at 08:18 PM Report Share Posted April 14, 2023 at 08:18 PM Would the exec committee have to agree unanimously on the cause for the written notice? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 14, 2023 at 11:02 PM Report Share Posted April 14, 2023 at 11:02 PM On 4/14/2023 at 3:18 PM, Guest re: disciplinary procedure said: Would the exec committee have to agree unanimously on the cause for the written notice? I see nothing suggesting that to be the case. It seems to me that a majority vote would be sufficient. Quote Link to comment Share on other sites More sharing options...
puzzling Posted April 15, 2023 at 05:29 PM Report Share Posted April 15, 2023 at 05:29 PM On 4/15/2023 at 12:02 AM, Josh Martin said: I see nothing suggesting that to be the case. It seems to me that a majority vote would be sufficient. I would interpretate On 4/14/2023 at 2:58 PM, Guest re: disciplinary procedure said: cause from the ExecutiveCommittee (excluding any officer that is a subject of this specific cause) and, including an opportunityfor subject Board Member to be heard, upon a 2/3 majority vote of the Board members present andvoting To mean that a 2/3 vote is needed Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 15, 2023 at 09:55 PM Report Share Posted April 15, 2023 at 09:55 PM On 4/15/2023 at 12:29 PM, puzzling said: I would interpretate To mean that a 2/3 vote is needed I’m not sure what interpretate means, but I agree with Josh Martin that only a majority vote of the executive committee is necessary to prefer charges. The bylaws are silent as to the vote required, therefore it would be a majority vote. The 2/3 vote is the vote that is required by the Board of Directors in order to actually remove the member after being charged by the executive committee. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 16, 2023 at 12:13 AM Report Share Posted April 16, 2023 at 12:13 AM On 4/15/2023 at 1:29 PM, puzzling said: I would interpretate To mean that a 2/3 vote is needed I concur with @Richard Brown Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 16, 2023 at 02:37 PM Report Share Posted April 16, 2023 at 02:37 PM On 4/15/2023 at 12:29 PM, puzzling said: I would interpretate To mean that a 2/3 vote is needed Certainly a 2/3 vote (by the board) is required to remove the officer - the rule specifies as much. But that is not what was asked. The question was what vote is required for the Executive Committee to prefer charges. Because the rule does not specify, it would seem to me a majority vote is sufficient for that step. Quote Link to comment Share on other sites More sharing options...
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