Process to remove officer under RONR

[Guest Looking for guidance]

We are seeking to remove an officer who is alienating the other board members. If this person remains we are in danger of all the other board members leaving. The officer's term is 2 years, and next month will be the end of the first year of the term.

One option is to vote to revise the bylaws and limit terms to just one year, and then vote in someone else to that office.

Another option is to follow RONR which provides 3 options for removal as it says "if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term.

Option 1-The officer can be removed from office by a two-thirds vote

Question on option 1-A 2/3 vote of who? All board members? All persons present at the meeting? Do we have to give notice of our intent to seek/vote removal? Do we have to give reasons for seeking removal?

Option 2-By a majority vote when previous notice has been given.

Question on option 2 -A majority vote of who? All board members? All persons present at the meeting? what is required in the notice? 

Final question-Are we better off just revising the term length in the bylaws and voting the person out at an election which would follow form revising the term? Or are we better off following one of the removal options? 

[Joshua Katz]

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Question on option 1-A 2/3 vote of who? All board members? All persons present at the meeting? Do we have to give notice of our intent to seek/vote removal? Do we have to give reasons for seeking removal?

 

To begin with, the relevant assembly is the one that elected the person. I can't speak to whetehr that's the board or the membership. So that's the relevant body. As to the denominator, 2/3 refers to a vote where twice as many say yes as no. It is based on votes, not those present or any other count. The 2/3 vote applies without notice. When this phrase is present, cause is not needed - although, in practice, if you want to get people to vote for it, it's easier with notice and a reason.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Question on option 2 -A majority vote of who? All board members? All persons present at the meeting? what is required in the notice? 

 

Same as above, except that notice is needed. The thresold is more for than against, not the number present. The notice must state that you intend to move to remove the person. 

 

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Final question-Are we better off just revising the term length in the bylaws and voting the person out at an election which would follow form revising the term? Or are we better off following one of the removal options? 

I'm not sure on what basis I could answer this, but I generally prefer the less sneaky approach, which is simply following the procedure you mention. 

[Guest Guest Looking for guidance]

Thanks Joshua. Under option 1 then one board member could make a motion to remove the officer, someone seconds it, and if we meet the vote threshold (likely since 5/7 want the persons removal) the officer will be removed. Seems almost too easy if you have the votes.  

[Richard Brown]

On 4/26/2023 at 10:31 AM, Guest Guest Looking for guidance said:

Thanks Joshua. Under option 1 then one board member could make a motion to remove the officer, someone seconds it, and if we meet the vote threshold (likely since 5/7 want the persons removal) the officer will be removed. Seems almost too easy if you have the votes.  

You seem to be assuming that the board has the authority to remove an officer.  Remember the caveat by Mr. Katz that the assembly which has the power to remove an officer is the one which elected the officer unless your rules provide otherwise.  Does your board have this power?  How and by whom was this officer elected?  By the board?  Or by the general membership?  If he was elected by the membership, then only the membership can remove him unless your board has this power.  It will help us to help you if you quote for us EXACTLY what your bylaws say about the powers of the board.

For a better understanding of vote thresholds, see section 44 in  RONR (12th ed.).  The phrases "majority vote" and "two-thirds vote" have a well-defined meaning in parliamentary procedure, but the wording in your bylaws, if different, controls.

[Guest Guest Looking for guidance]

Thanks Richard. We are a PTO board for a small school. Some history. Last year the previous PTO board was unable to fill positions at the close of the school year (except for the principal). So at the fist PTO meeting of the school year the principal asked all parents in attendance if they wanted to be on the PTO board and we had an election to vote people in office. So in essence the vote to elect the current board was at a regular meeting.

As far as removal, our bylaws say that "If officers are unable to fulfill their duties including attending regular meetings their replacement shall be appointed at the discretion of the Executive Board." And elsewhere it says " The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected."

So the officers here were elected by those who chose to attend the general PTO meeting in August (which is essentially the current officers/Executive Board). So presumably, unless I am wrong, the officer could be removed by a 2/3 vote of those who attend the next regular noticed meeting, right? 

 

 

[Joshua Katz]

On 4/26/2023 at 11:39 AM, Guest Guest Looking for guidance said:

As far as removal, our bylaws say that "If officers are unable to fulfill their duties including attending regular meetings their replacement shall be appointed at the discretion of the Executive Board." And elsewhere it says " The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected."

 

Your customized rules may override those in RONR here. I haven't studied your bylaws, and in any case only your organization can interpret them, but I might be inclined to think the first quoted provision here limits the general RONR rule you cited in your initial post. Others may have thoughts on that.

Additionally, these rules refer to officers. While this person is an officer, it sounds like the desire is to remove him from the board entirely, leaving the question of how officers are selected. Are they selected from among the directors, or is membership on the board held by virtue of being an officer?

Assuming it does not, there's still the problem of what assembly may elect the successors. 

On 4/26/2023 at 11:39 AM, Guest Guest Looking for guidance said:

Last year the previous PTO board was unable to fill positions at the close of the school year (except for the principal).

This makes it sound like the board does choose its membership.

On 4/26/2023 at 11:39 AM, Guest Guest Looking for guidance said:

So at the fist PTO meeting of the school year the principal asked all parents in attendance if they wanted to be on the PTO board and we had an election to vote people in office. So in essence the vote to elect the current board was at a regular meeting.

Okay, but what do the bylaws say?

 

On 4/26/2023 at 11:39 AM, Guest Guest Looking for guidance said:

And elsewhere it says " The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected."

Where does it say that - i.e. what article? What's being discussed? That may give you some insight as to what sort of meeting is being described.

[Guest Looking for Guidance]

Thanks Joshua.  Some answers.

Membership on the board is held by virtue of being an officer. Per the bylaws elections are held in May but last school year there were no elections and the board resigned.  

The phrase "The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected" is in an article entitled "officers" and in a section that addresses election of officers.

Here are the relevant sections:

SECTION B. At the April meeting, the Vice President will be chairman for the nomination process for those that are interested in being on the Board of the following year. A committee will be formed consisting of two members and one additional board member to nominate candidates for the offices to be filled at the May meeting. Additional nominations from the floor shall be permitted before the vote is taken.

SECTION C. The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected. Their term of office shall begin at the close of the school year in which they are elected.

 

[Joshua Katz]

On 4/26/2023 at 12:29 PM, Guest Looking for Guidance said:

to be filled at the May meeting.

Is that the May membership meeting?

[Josh Martin]

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

One option is to vote to revise the bylaws and limit terms to just one year, and then vote in someone else to that office.

Yes, technically this is an option, but this seems a bit tedious (and disingenuous) unless it is in fact the society's intent to change terms to one year. I don't really recommend doing this for the sole purpose of removing someone from office.

On the other hand, if the society actually does want to change to one year terms and this is just a side effect, that is a different matter.

I would also note that if you're going through the trouble of amending the bylaws, another option would be to amend the bylaws to add provisions relating to removal of officers.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Question on option 1-A 2/3 vote of who? All board members? All persons present at the meeting? 

A 2/3 vote of the members present and voting. Further, the assembly which would vote on the removal would be the same assembly which elected the position in the first place.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Do we have to give notice of our intent to seek/vote removal?

You don't have to, but it helps. If notice is given, then only a majority vote is required for removal. If notice is not given, then a 2/3 vote or a vote of a majority of the entire membership is required for removal.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Do we have to give reasons for seeking removal?

Reasons do not need to be specified in the notice or in the motion itself. Strictly speaking, reasons don't need to be given during debate either, but I imagine reasons may be helpful in persuading other members to vote in favor of the motion.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Question on option 2 -A majority vote of who? All board members? All persons present at the meeting?

It would be a majority of all members of the assembly, whether present or not. It would be a majority of the members present and voting. As previously noted, the assembly which would vote on the removal would be the same assembly which elected the position in the first place.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

what is required in the notice? 

The notice would indicate the intent to make a motion to remove this officer. Such notice may be given orally at the previous regular meeting or included in the call of the meeting.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Final question-Are we better off just revising the term length in the bylaws and voting the person out at an election which would follow form revising the term? Or are we better off following one of the removal options? 

In my view, the removal procedure is preferable, unless the society actually wants to change its term lengths for officers. For one thing, it's probably easier than amending the bylaws. Further, it seems disingenuous to amend the bylaws for term lengths for the sole purpose of removing a member from office.

I would note that a third option is that the bylaws could be amended to provide a customized disciplinary procedure for the society, if the society does not care for the disciplinary procedures in RONR.

On 4/26/2023 at 11:39 AM, Guest Guest Looking for guidance said:

So the officers here were elected by those who chose to attend the general PTO meeting in August (which is essentially the current officers/Executive Board). So presumably, unless I am wrong, the officer could be removed by a 2/3 vote of those who attend the next regular noticed meeting, right? 

On 4/26/2023 at 12:29 PM, Guest Looking for Guidance said:

Here are the relevant sections:

SECTION B. At the April meeting, the Vice President will be chairman for the nomination process for those that are interested in being on the Board of the following year. A committee will be formed consisting of two members and one additional board member to nominate candidates for the offices to be filled at the May meeting. Additional nominations from the floor shall be permitted before the vote is taken.

SECTION C. The officers shall be elected by ballot unless there is only one nominee for an office and then the election may be by voice vote. The officers shall serve for two (2) years or until successors are elected. Their term of office shall begin at the close of the school year in which they are elected.

To be clear, my understanding from the facts provided is that it is the general membership which elects the PTO Board, however, it so happens that very few (if any) persons actually attend these meetings other than the board members, who are also members of the PTO.

Assuming this is correct, and assuming that this is still a sufficient number members to constitute a quorum, yes, the officer may be removed by a 2/3 vote at the next regularly noticed general meeting of the PTO.

To clarify one minor point, it is not quite "a 2/3 vote of those who attend the next regular noticed meeting." It is a 2/3 vote of the members present and voting. In the event any members abstain, those persons would not be included in the total for purposes of determining whether a 2/3 vote has been reached.

Edited April 26, 2023 at 08:08 PM by Josh Martin

[Joshua Katz]

On 4/26/2023 at 12:45 PM, Josh Martin said:

It would be a majority of all members of the assembly, whether present or not. As previously noted, the assembly which would vote on the removal would be the same assembly which elected the position in the first place.

On 4/26/2023 at 9:41 AM, Guest Looking for guidance said:

Well, wait. It would be a majority of those voting, would it not, with notice?

[Richard Brown]

On 4/26/2023 at 12:53 PM, Joshua Katz said:

Well, wait. It would be a majority of those voting, would it not, with notice?

I would think so. I believe Mr. Martin erred when he said “it would be A majority of the members of the entire assembly whether present or not“. UNLESS he was describing the alternative vote of “a majority of the entire membership“, but, even then, I believe referring to it as a majority of all the members of the assembly is technically incorrect and misleading. 

Edited to add: the correct statement would be “or the vote of a majority of the entire membership“ rather than “every member of the assembly“.
 

Edited April 26, 2023 at 06:44 PM by Richard Brown
Added last paragraph

[Josh Martin]

On 4/26/2023 at 12:53 PM, Joshua Katz said:

Well, wait. It would be a majority of those voting, would it not, with notice?

You are correct. I misread the question.

[Guest Looking for guidance]

Thank you all for your help and advice. Much appreciated!