Disciplinary procedure

[Guest Alice Esch]

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.

[Richard Brown]

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.

[Guest re: disciplinary procedure]

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 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

 

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 by
the 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, as
well as interested candidate as determined by the Governance Committee. In the event an Officer
vacancy occurs midterm, the Board shall elect another Board Member to fill the vacancy of the Officer
position. 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 2022
Section 4. Election to the Board: Nominations to fill vacancies of the Board shall be voted upon and
approved by a majority of the Board of Directors present and constituting a quorum at any regular or
special 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 the
Governance Committee and approved by a majority vote of the full Board. A Board member’s term will
conclude 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 3
years, plus extra months for replacement directors, depending on when their Board Terms begin. Board
Term length will be determined by the Governance Committee depending on what Board Terms are
available at the time, including recently vacated Board seats.
C. The Governance Committee shall also determine Board Term lengths, for renominated current Board
members, depending on what is available.
D. Effective June 1, 2021, Board members shall serve no more than 9 consecutive years, depending on
when their first Board Term started. Exceptions may be granted if the Governance Committee
determines 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 a
minimum of one year and may be re-nominated by the Governance Committee to serve a Board Term
after the requisite break in service. This does not preclude participation on Board Committees if
appointed 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 of
their immediate family, as determined by the Governance Committee, or household member of an MHS
employee serve as a Director on the Board.
G. Spouses, immediate family, as determined by the Governance Committee, and household members
of Board Directors (collectively known as related members) may serve on the Board during the same or
overlapping terms, with a maximum of 2 family members (1 set) at any one time

 

 

[Josh Martin]

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 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

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

[Guest re: disciplinary procedure]

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?

[Josh Martin]

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.

[Guest re: disciplinary procedure]

Would the exec committee have to agree unanimously on the cause for the written notice?

 

[Josh Martin]

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.

[puzzling]

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 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

To mean that a 2/3 vote is needed

[Richard Brown]

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. 

[Gary Novosielski]

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

[Josh Martin]

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.