Voting on removing an officer

[Guest Linda Hoffman]

We have a board of Directors who vote on the officers amongst themselves.  If a vote is taken by the board of directors, can the officer who is being voted on for removal vote?

[rulesasker]

Yes, I believe so, unless your bylaws say otherwise. RONR 45:5 says members can vote for themselves in elections. You are asking about removal from office, which is also referenced in 45:5 though less explicitly, and I don't think there's anything elsewhere that would prevent it.

[Gary Novosielski]

On 6/23/2023 at 8:59 AM, Guest Linda Hoffman said:

We have a board of Directors who vote on the officers amongst themselves.  If a vote is taken by the board of directors, can the officer who is being voted on for removal vote?

What do your bylaws say about the removal of officers?  Is this a vote to remove someone as an officer, or to remove them from their directorship as well?  Also, what is your understanding of the threshold that would be required for this vote?

[Josh Martin]

On 6/23/2023 at 7:59 AM, Guest Linda Hoffman said:

We have a board of Directors who vote on the officers amongst themselves.  If a vote is taken by the board of directors, can the officer who is being voted on for removal vote?

It depends on the manner in which officers are removed. See FAQ #20.

If the officers are removed pursuant to a procedure in the bylaws, or through the procedures specified in RONR in cases where formal disciplinary procedures are not required, an officer may vote on the motion for his own removal (unless the bylaws provide otherwise), but should not do so.

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

On the other hand, if officers are removed through the formal disciplinary procedures in Section 63 of RONR (which is a very lengthy procedure that should be read in its entirety before proceeding), the accused is required to leave the room during consideration of the question of guilt and the penalty - and, as a result, will not be able to vote.

On 6/23/2023 at 9:16 AM, rulesasker said:

Yes, I believe so, unless your bylaws say otherwise. RONR 45:5 says members can vote for themselves in elections. You are asking about removal from office, which is also referenced in 45:5 though less explicitly, and I don't think there's anything elsewhere that would prevent it.

The officer may, or may not, be able to vote on their own removal, depending on the procedures for removal. See RONR (12th ed.) 62:16 concerning removal from office and RONR (12th ed.) 63:33 regarding trial procedures.

In regard to 45:5, I disagree in part with your interpretation. The full text of 45:5 is as follows.

"The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63)." RONR (12th ed.) 45:5

I do not think that the fact that 45:5 says a member should feel free to vote for himself in an election should be read as permission for a member to vote against his own removal. The text notes that the rule in 45:4 "does not mean that a member should not vote for himself for an office or other position to which members generally are eligible." That is, in an election, the question is not "Should we elect John Doe?" Rather, the question is what person shall be elected, and John Doe (and other members) are eligible. Removal is different. The question is whether to remove John Doe specifically.

Further, as to your statement that "removal from office... is also referenced... though less explicitly," the text pertaining to removal notes that "it would be impossible for... the majority to prevent a small minority from preferring charges against them and suspending or expelling them." This appears to refer to a particular situation in which disciplinary procedures are invoked simultaneously against numerous members. I do not read this as stating categorically that members should feel free to vote against their own removal.

As a consequence, while I agree that an officer may ultimately vote against their own removal unless the removal is conducted under formal disciplinary procedures or if the bylaws specifically provide that the officer cannot vote in these circumstances, I do not view this as comparable to the examples in 45:5. Rather, it would seem to me 45:4 is controlling, and this would be a circumstance where the officer "has a direct personal or pecuniary interest not common to other members of the organization" and "should abstain from voting on the motion," although the member cannot "be compelled to refrain from voting in such circumstances."

Edited June 23, 2023 at 07:22 PM by Josh Martin