Who Approves Member Resignations?

[Guest GuestAlex]

I am part of the Board for a ~500 member organization.  We just opened a disciplinary investigation into a member.  A board member asked what would happen to the investigation if the subject resigns.  It was explained that a member can not resign to escape charges and that such a resignation request would have to be approved.

My confusion arises because of how our members are approved in the first place.  Per our Bylaws, the Board acts as the permanent Membership Committee, but we only provide recommendations to the general membership.  Only by a majority vote at a general membership meeting (President, who is also a Board member, as presiding officer) does a member get accepted.

So, my understanding of RONR is that a resignation has to be accepted by the approving authority (in this case, general membership).  But the investigation is confidential to the Board, so there is no way to inform the membership that the resignation request is being made to escape charges.  The Bylaws address dismissal, which is obviously where the investigation might lead, but say nothing about resignation.

I can honestly say that I do not think we have ever had an explicit resignation from membership before; people who want to leave the organization just choose not to renew.

I appreciate any insights into this issue.

[Rob Elsman]

Is the executive board authorized to "open" a disciplinary procedure? Unless the relevant rules that govern the organization confer that authority, the executive board is exceeding its authority and usurping the authority that rightfully belongs to the general membership assembly, which latter body is the one which has authority to accept new members into the organization in the first place.

In this particular case, the general membership assembly would adopt a resolution to appoint an investigative committee separate and apart from the executive board to examine the charges, gather proofs, and make recommendations to the general membership assembly.

[Gary Novosielski]

Yes, the membership would be the body that would accept resignations.  I don't see a problem with informing the membership that the individual is under investigation, without revealing any details of the investigation unless and until charges and specifications are reported.

In fact, if the rules in RONR apply it is the membership that would be appointing the investigatory committee, rather than the board or a membership committee.

But apparently your bylaws say something different, so you would follow those rules.

Edited June 6, 2023 at 04:46 PM by Gary Novosielski

[Rob Elsman]

On 6/6/2023 at 11:45 AM, Gary Novosielski said:

I don't see a problem with informing the membership that the individual is under investigation, without revealing any details of the investigation...

I see a huge problem.  Does not the individual targeted in an investigation have the right to expect that his good name will be protected?  Does not simple justice demand as much?

[Gary Novosielski]

On 6/6/2023 at 12:55 PM, Rob Elsman said:

I see a huge problem.  Does not the individual targeted in an investigation have the right to expect that his good name will be protected?  Does not simple justice demand as much?

No.

The fact that someone is under investigation is ordinarily something that the membership would already know, since it is they who will have appointed the investigatory committee.

As long as no details are revealed, the fact that an investigation is in progress is necessary for the membership to know, in order to reach an informed decision on accepting the resignation.  If the society's rules prevent this, then the suspect can indeed escape discipline by resigning.

I agree that this information could injure someone's good name if it were released outside the society, but within it, the members will know the results of the investigation, and whether they clear the subject of wrongdoing.  Or not.

Edited June 6, 2023 at 05:06 PM by Gary Novosielski
Add underscored text.

[Guest GuestAlex]

The Bylaws address member dismissal and provide exactly two conditions:  non-payment of dues, and dismissal by the Board with a 2/3 vote for conduct detrimental to the organization.  The Board opened the investigation because the allegation seems most likely to lead to such a dismissal vote if confirmed.  The discussion and the motion to investigate were in executive session, so we are very much taking seriously the subject's rights as we understand them.

That, to me, begs another question.  If the Board does not vote to dismiss, or a vote to dismiss fails, would it then be appropriate to turn over the investigation report to the general membership to consider lesser punishments?

Alternately, when the investigation is completed, if charges are preferred, would it be reasonable to present the report to the general membership (under executive session, I presume, since confidentiality will still obtain) to inform them of the Board's intention to dismiss?

[Rob Elsman]

The answers to all your questions are colored by the society's own rules. The executive board has exactly the authority that has been conferred on it, and nothing else.

Rather than thinking of a resignation as an "escape" from charges, I suggest thinking of it as the best likely outcome for both the target of the investigation and the society, with the least likely damage to either.

[Josh Martin]

On 6/6/2023 at 11:15 AM, Guest GuestAlex said:

I am part of the Board for a ~500 member organization.  We just opened a disciplinary investigation into a member.  A board member asked what would happen to the investigation if the subject resigns.  It was explained that a member can not resign to escape charges and that such a resignation request would have to be approved.

This is technically correct.

"A member in good standing with his dues paid cannot be compelled to continue his membership so that additional obligations are incurred. His resignation should be accepted immediately, and if it is not, he incurs no obligation after his resignation has been sent in, provided he does not avail himself of the privileges of membership. It is different with members who have not paid their dues up to the date of sending in their resignations. Until they have settled their dues, the society is under no obligation to accept their resignations, and thus additional amounts may become due. If their dues are not paid within a reasonable time, instead of accepting their resignations, the society may expel them. A resignation sent in to escape charges need not be accepted. The charges may be preferred, and the trial should proceed the same as if the resignation had not been sent in." RONR (12th ed.) 32:8

However, the organization is free to accept the resignation if it chooses, and may well determine that is preferable for all parties than proceeding with formal disciplinary procedures. Indeed, RONR notes that it is often advisable to give the accused an opportunity to resign or rectify the situation in some other manner.

"Before any action is taken, fairness demands that the committee or some of its members make a reasonable attempt to meet with the accused for frank discussion and to hear his side of the story. It may be possible at this stage to point out to the accused that if he does not rectify the situation or resign, he probably will be brought to trial." RONR (12th ed.) 63:12

On 6/6/2023 at 11:15 AM, Guest GuestAlex said:

My confusion arises because of how our members are approved in the first place.  Per our Bylaws, the Board acts as the permanent Membership Committee, but we only provide recommendations to the general membership.  Only by a majority vote at a general membership meeting (President, who is also a Board member, as presiding officer) does a member get accepted.

So, my understanding of RONR is that a resignation has to be accepted by the approving authority (in this case, general membership).  But the investigation is confidential to the Board, so there is no way to inform the membership that the resignation request is being made to escape charges.  The Bylaws address dismissal, which is obviously where the investigation might lead, but say nothing about resignation.

In my view, the body which is empowered to expel the member would have the authority to accept the resignation.

In the event that only the general membership has the authority to accept the resignation, it will certainly be rather complicated for the membership to determine this matter since the members are not privy to all facts of the case, but that does not change the rules.

I concur with Mr. Novosielski that it is appropriate to, at a minimum, share with the membership the fact that this person is under investigation.

On 6/6/2023 at 12:56 PM, Guest GuestAlex said:

The Bylaws address member dismissal and provide exactly two conditions:  non-payment of dues, and dismissal by the Board with a 2/3 vote for conduct detrimental to the organization.  The Board opened the investigation because the allegation seems most likely to lead to such a dismissal vote if confirmed.  The discussion and the motion to investigate were in executive session, so we are very much taking seriously the subject's rights as we understand them.

That, to me, begs another question.  If the Board does not vote to dismiss, or a vote to dismiss fails, would it then be appropriate to turn over the investigation report to the general membership to consider lesser punishments?

I can't say for certain because we are provided with only a brief paraphrase, but it sounds to me like the organization's bylaws place these matters in the hands of the board.

On 6/6/2023 at 12:56 PM, Guest GuestAlex said:

Alternately, when the investigation is completed, if charges are preferred, would it be reasonable to present the report to the general membership (under executive session, I presume, since confidentiality will still obtain) to inform them of the Board's intention to dismiss?

That is at the board's discretion and your organization's rules. No rule in RONR would prohibit it. RONR has rules which (with certain exceptions) prohibit sharing information on discipline outside of the society, but has no rules pertaining to sharing such information within the society.

[Guest GuestAlex]

On 6/6/2023 at 1:56 PM, Guest GuestAlex said:

The Bylaws address member dismissal and provide exactly two conditions:  non-payment of dues, and dismissal by the Board with a 2/3 vote for conduct detrimental to the organization. [...]

Alternately, when the investigation is completed, if charges are preferred, would it be reasonable to present the report to the general membership (under executive session, I presume, since confidentiality will still obtain) to inform them of the Board's intention to dismiss?

 

On 6/6/2023 at 2:50 PM, Josh Martin said:

I can't say for certain because we are provided with only a brief paraphrase, but it sounds to me like the organization's bylaws place these matters in the hands of the board.

Outside a bit of wordsmithing, the dismissal conditions I cited are the operative phrases form the Bylaws.  Additionally, the Bylaws make no other statements about disciplinary powers of the Board.  That leads me to conclude the lesser discipline still belongs to the membership.

I appreciate all the feedback.  I agree that a quiet resignation has a lot to offer in this situation.  The only concern raised—and I see the validity of it, too—is whether a failure to complete the investigation due to the member resigning would open the door for this person to attempt rejoin the society at a future date (presumably after certain current members of the Board have moved on) with the current allegations having effectively been swept clean.

Thus, I am just trying to understand as completely as I can what the available options are and how they could properly be brought about.  The responses so far have been very helpful, indeed.

 

[Rob Elsman]

Insofar as the rules in RONR (12th ed.) apply, any previous member, expelled or not, can apply for membership, following the same procedures as those used to admit persons who have never been a member before.

[Josh Martin]

On 6/6/2023 at 2:32 PM, Guest GuestAlex said:

Outside a bit of wordsmithing, the dismissal conditions I cited are the operative phrases form the Bylaws.  Additionally, the Bylaws make no other statements about disciplinary powers of the Board.  That leads me to conclude the lesser discipline still belongs to the membership.

I suppose that is one view. The alternative argument would be that if the board has authority to expel a member, it also has the authority to impose lesser penalties. Ultimately, it will be up to the organization to interpret its own bylaws, and it may be advisable in the long run to amend the bylaws for clarity in this matter. The Principles of Interpretation found in RONR (12th ed.) 56:68 may be of assistance in this regard.

Frankly, it doesn't make a lot of sense to me to authorize a subordinate board to expel a member, but not to impose lesser penalties. The reverse would make more sense - authorizing the board to impose lesser penalties, but only the membership could expel a member.

On 6/6/2023 at 2:38 PM, Rob Elsman said:

Insofar as the rules in RONR (12th ed.) apply, any previous member, expelled or not, can apply for membership, following the same procedures as those used to admit persons who have never been a member before.

Yes, certainly. But supposing the organization does have an approval process for admitting members (and it does not simply require the payment of dues), certainly the organization may, in the future, view a person who was expelled from the society differently than one who resigned. I think what's the OP is getting at.

Edited June 7, 2023 at 01:17 PM by Josh Martin

[Guest GuestAlex]

On 6/7/2023 at 9:15 AM, Josh Martin said:

[...] it may be advisable in the long run to amend the bylaws for clarity in this matter. The Principles of Interpretation found in RONR (12th ed.) 56:68 may be of assistance in this regard.

Frankly, it doesn't make a lot of sense to me to authorize a subordinate board to expel a member, but not to impose lesser penalties. The reverse would make more sense - authorizing the board to impose lesser penalties, but only the membership could expel a member.

Well, I've got the Bylaws I inherited... 🙂  There are a number of things that could use revision.  Our amendment process requires a quorum of full membership, which pretty much only happens at the Annual Meeting, so we try to combine potential changes until there is enough to make one go of it...

On 6/7/2023 at 9:15 AM, Josh Martin said:

Yes, certainly. But supposing the organization does have an approval process for admitting members (and it does not simply require the payment of dues), certainly the organization may, in the future, view a person who was expelled from the society differently than one who resigned. I think what's the OP is getting at.

Yes, this is what I was getting at.  Our membership application process has a "post and comment" period, plus a reommendation from the Membership Committee.  If the investigation never completes, and all that remains are allegations that were confidential to the Board, then what would be the basis for bringing up anything of what we currently know should the member choose to resign and then re-apply later?

[Gary Novosielski]

On 6/7/2023 at 10:58 AM, Guest GuestAlex said:

Well, I've got the Bylaws I inherited... 🙂  There are a number of things that could use revision.  Our amendment process requires a quorum of full membership, which pretty much only happens at the Annual Meeting, so we try to combine potential changes until there is enough to make one go of it...

Yes, this is what I was getting at.  Our membership application process has a "post and comment" period, plus a reommendation from the Membership Committee.  If the investigation never completes, and all that remains are allegations that were confidential to the Board, then what would be the basis for bringing up anything of what we currently know should the member choose to resign and then re-apply later?

Well, that's what's meant by "escaping" discipline.  If resigning short-circuits the investigation, then you really have no basis on which to deny a future application for membership, except for the memory of individual members, who may never have heard any details in the first place.

You can't have it both ways.  If you want the matter to be carried to conclusion, deny the resignation and proceed with the investigation. Then presumably the membership committee would not recommend readmission.

[Shmuel Gerber]

On 6/6/2023 at 2:50 PM, Josh Martin said:

In my view, the body which is empowered to expel the member would have the authority to accept the resignation.

In the event that only the general membership has the authority to accept the resignation, it will certainly be rather complicated for the membership to determine this matter since the members are not privy to all facts of the case, but that does not change the rules.

I concur with Mr. Novosielski that it is appropriate to, at a minimum, share with the membership the fact that this person is under investigation.

The board can agree that if the member resigns, further disciplinary investigation will be dropped. I see no need for the board to inform the membership of charges that are not being brought, when the whole purpose of the resignation is to avoid the embarrassment of expulsion. 

[Shmuel Gerber]

On 6/7/2023 at 9:15 AM, Josh Martin said:

The alternative argument would be that if the board has authority to expel a member, it also has the authority to impose lesser penalties. Ultimately, it will be up to the organization to interpret its own bylaws, and it may be advisable in the long run to amend the bylaws for clarity in this matter. The Principles of Interpretation found in RONR (12th ed.) 56:68 may be of assistance in this regard.

What about Principle #7?

"The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty. If the bylaws state that a member shall be dropped from membership on a board if he misses three consecutive regular meetings of the board, he cannot be retained by vote of the board, nor can more severe penalties be imposed, such as a fine in addition. If, for example, it is desired to allow the board to diminish or waive the penalty, or increase it, the bylaw must not make it definite or must specifically provide for diminution, waiver, or enlargement."

[Guest GuestAlex]

On 6/7/2023 at 1:12 PM, Shmuel Gerber said:

What about Principle #7?

"The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty. If the bylaws state that a member shall be dropped from membership on a board if he misses three consecutive regular meetings of the board, he cannot be retained by vote of the board, nor can more severe penalties be imposed, such as a fine in addition. If, for example, it is desired to allow the board to diminish or waive the penalty, or increase it, the bylaw must not make it definite or must specifically provide for diminution, waiver, or enlargement."

Our Bylaws provide that the Board can vote to dismiss for "conduct detrimental to the organization".  I would agree that, if a charge of conduct detrimental to the organization is preferred, then the motion to punish may not be less than dismissal.  What I think is relevant is that lesser charges may be included in the recommendation from the investigation.

If at that point the subject has not been dismissed on the major charge, how should punishment of the lesser charges be handled?  The competing arguments seem to be that either (1) lesser punishment is not given explicitly to the Board in the Bylaws, so it remains with Membership, or (2) authority for lesser punishment is implicitly included with the authority for dismissal.

The argument for the latter might be made with Principle #5: "A provision granting certain privileges carries with it a right to a part of the priviliges [...]"

[Shmuel Gerber]

On 6/7/2023 at 2:01 PM, Guest GuestAlex said:

Our Bylaws provide that the Board can vote to dismiss for "conduct detrimental to the organization".  I would agree that, if a charge of conduct detrimental to the organization is preferred, then the motion to punish may not be less than dismissal.  What I think is relevant is that lesser charges may be included in the recommendation from the investigation.

If at that point the subject has not been dismissed on the major charge, how should punishment of the lesser charges be handled?  The competing arguments seem to be that either (1) lesser punishment is not given explicitly to the Board in the Bylaws, so it remains with Membership, or (2) authority for lesser punishment is implicitly included with the authority for dismissal.

The argument for the latter might be made with Principle #5: "A provision granting certain privileges carries with it a right to a part of the priviliges [...]"

You seem to be confusing a charge for a lesser offence with a lesser punishment for a given offense. You also may be confusing a charge (a statement of "an offense—that is, a particular kind of act or conduct that entails liability to penalty under the governing rules—of which the accused is alleged to be guilty") with a specification (a statement of "what the accused is alleged to have done which, if true, constitutes an instance of the offense indicated in the charge") RONR 63:24.

According to what you've posted, the board simply has the power to dismiss a member for "conduct detrimental to the organization." If nothing that the member is suspected or accused of rises to this level, then the board has no power to bring any charge at all. Of course, I haven't read your bylaws, and for some reason you refuse to quote even the relevant provisions.

You say you "would agree that, if a charge of conduct detrimental to the organization is preferred, then the motion to punish may not be less than dismissal." Well, if your organization agrees with that as well, then it would seem there is nothing left for the board to do if no such charge is made.

 

[Guest GuestAlex]

On 6/7/2023 at 4:51 PM, Shmuel Gerber said:

You seem to be confusing a charge for a lesser offence with a lesser punishment for a given offense.

No, I am not.  The allegations and preliminary evidence presented to justify the investigation are expected, if borne out, to result in a recommended charge of, "The Member engaged in conduct detrimental to the objectives of the Association," with supporting specifications.  If this charge is recommended, a motion to dismiss will be offered and, if it succeeds, a trial will be conducted to conclude it.

The investigation report may also result in other charges with their own specifications.  If only these lesser charges result, or if the greater charge fails (based on the motion to dismiss failing or there not being a 2/3 vote to dismiss at trial), then the question remains of what punishment applies to these non-dismissable charges.  That is the basis for the continuing discussion above.

On 6/7/2023 at 4:51 PM, Shmuel Gerber said:

Of course, I haven't read your bylaws, and for some reason you refuse to quote even the relevant provisions.

I have actually made every attempt to convey our Bylaws accuately without providing specific words of context that could be found by a search and thus indicate that somebody in my organization is under investigation.  Since you feel it critical, however, here is the relevant statement (where the objectives of the Association are defined elsewhere in the Bylaws):

Any member may be dismissed from membership for [...] Conduct detrimental to the objectives of The Association. Such a member may be dismissed only after having an opportunity to appear before the Board of Directors and then only by a vote of two-thirds of the entire Board.

That is the one and only statement in the entirety of the Bylaws addressing any matter of discipline whatsoever.

[Gary Novosielski]

On 6/7/2023 at 1:06 PM, Shmuel Gerber said:

The board can agree that if the member resigns, further disciplinary investigation will be dropped. I see no need for the board to inform the membership of charges that are not being brought, when the whole purpose of the resignation is to avoid the embarrassment of expulsion. 

I can see the logic of that if the board wants to create an incentive to resign, which it well might.  But at the time the membership considers the resignation, the charges will not have been dropped, and that will be  contingent upon what the membership decides.  So, in effect the membership is being asked to decide a question without being fully informed of the consequences of that decision. 

If they vote to accept, and later learn the relevant facts, they may feel that they were manipulated by the board, and I'd be unlikely to disagree with them.

[Gary Novosielski]

On 6/8/2023 at 9:55 AM, Gary Novosielski said:

I can see the logic of that if the board wants to create an incentive to resign, which it well might.  But at the time the membership considers the resignation, the charges will not have been dropped, and that will be  contingent upon what the membership decides.  So, in effect the membership is being asked to decide a question without being fully informed of the consequences of that decision. 

If they vote to accept, and later learn the relevant facts, they may feel that they were manipulated by the board, and I'd be unlikely to disagree with them.

Edited, after reading the bylaws quote,  to add:

If, as appears likely, the board can accept the resignation without involving the membership at all, I suppose that's less of a sticky situation, but I'm still uncomfortable with the board keeping the membership in the dark concerning significant decisions.  Still, that appears to be what the bylaws provide.

 

[Shmuel Gerber]

On 6/8/2023 at 9:55 AM, Gary Novosielski said:

So, in effect the membership is being asked to decide a question without being fully informed of the consequences of that decision. 

If they vote to accept, and later learn the relevant facts, they may feel that they were manipulated by the board, and I'd be unlikely to disagree with them.

You make a good point. 

[Guest GuestAlex]

On 6/7/2023 at 11:12 AM, Gary Novosielski said:

You can't have it both ways.  If you want the matter to be carried to conclusion, deny the resignation and proceed with the investigation. Then presumably the membership committee would not recommend readmission.

I understand that.  Hence my original question trying to sort out whose decision it would be to accept or deny the resignation, and, if it is the main assembly, what if any information from the Board side of things might be allowed in that discussion.

[Rob Elsman]

Insofar as the rules in RONR (12th ed.) apply, the body that has authority to admit new members to a society also has the authority to accept a resignation of membership from the society.

An executive board has only the authority properly conferred upon it.  Nothing in RONR (12th ed.) confers authority upon an executive board to participate in any way in a disciplinary action against a member who is not a member of the board.  If the behavior of a guest at a meeting of the executive board requires disciplinary action that goes beyond what the board has authority to do, it may present a report to the general membership assembly recommending further proceedings by the general membership assembly.

 

Edited June 8, 2023 at 02:47 PM by Rob Elsman

[Shmuel Gerber]

On 6/8/2023 at 9:51 AM, Guest GuestAlex said:

The investigation report may also result in other charges with their own specifications.  If only these lesser charges result, or if the greater charge fails (based on the motion to dismiss failing or there not being a 2/3 vote to dismiss at trial), then the question remains of what punishment applies to these non-dismissable charges.  That is the basis for the continuing discussion above.

Again it seems to me that you are conflating two things.

If the board finds the member guilty of "conduct detrimental to the objectives of The Association" but there is less than a 2/3 vote to dismiss the member (or actually a vote of two-thirds of the entire Board, which is not the same as a 2/3 vote), then maybe you have a question whether the board can suggest some lesser punishment to the membership.

But I still don't quite understand what lesser charge you think can be brought if the member was found not to have engaged in conduct detrimental to the objectives of the association. Conduct only slightly beneficial to the objectives of the association?

[Guest GuestAlex]

On 6/8/2023 at 10:45 AM, Shmuel Gerber said:

But I still don't quite understand what lesser charge you think can be brought if the member was found not to have engaged in conduct detrimental to the objectives of the association. Conduct only slightly beneficial to the objectives of the association?

There are approved sets of rules governing use of the organization's facilities.  The investigation involves misuse of those facilities for reasons that can certainly be construed as detrimental.  If, however, 2/3rds of the entire Board does not agree with that conclusion, then the fact remains that there will still be investigated, documented rules violations that, on their own, might be worthy of censure, suspension, or some lesser discipline.