Reasons for Removing an officer

[Jay M]

Hello ,

We want to remove an officer from the office

Our officers' term is described as :

Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected

Also We have a clause in our constitution 

 Section 12: Grievances Resolution Policy:

All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes. >>>>> IT describes how to resolve it>>>>>

The committee shall report its findings to the BOT at a scheduled executive session in the presence of parties concerned. Based on the committee’s report, the Board of trustees shall finalize the appropriate action to resolve the issue. If unresolved and if by 3/4ths (12 out of 16) BOTs recommendation is for the removal of the alleged trustee/officer, then BOTs shall call for general body for its final action subject to the Article IV Section 2. (Pursuant to Grievances Resolution Policy of the Article IV Section 12, if the board of trustees by 3/4th majority recommend removal of the alleged trustee based on the report of the independent committee the board of trustees shall call for a special general body meeting exclusively for this purpose. GB after discussion can accept or modify the recommendation of the board. Such alleged trustee shall be removed only upon the approval of two-thirds (2/3) of each category of members in attendance).

Now my question is to remove an officer does the board  need a  grievance? or just majority of the board members want to remove  him  as they  were not satisfied with the functioning of  Officer

Thanks

[puzzling]

The officer can be removed by duly electing a successor.

You don't describe  what the bylaws say about election of officers but as long as they are followed (in letter and spirit) the successor is duly elected and the previous officer loses his office.

You haven't told us which meeting elects officers but they don't need a grievance or any  reason at all. But you need to convince them...

[Jay M]

On 7/20/2023 at 11:25 AM, puzzling said:

The officer can be removed by duly electing a successor.

You don't describe  what the bylaws say about election of officers but as long as they are followed (in letter and spirit) the successor is duly elected and the previous officer loses his office.

You haven't told us which meeting elects officers but they don't need a grievance or any  reason at all. But you need to convince them...

Thanks for your reply.

Sorry I did not give you all details. here is the article regarding election of officers 

Section 2:

a)       Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.

[Gary Novosielski]

On 7/20/2023 at 1:12 PM, Jay M said:

Thanks for your reply.

Sorry I did not give you all details. here is the article regarding election of officers 

Section 2:

a)       Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.

Something odd there.

In any case here's what the FAQ says, in part:  

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.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]   <amendments in original>

I think the most relevant sentence is the final one.

[Jay M]

On 7/20/2023 at 12:26 PM, Gary Novosielski said:

Something odd there.

In any case here's what the FAQ says, in part:  

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.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]   <amendments in original>

I think the most relevant sentence is the final one.

I believe  I paste twice the text. Our bylaws does not say anything on removal of Officer. There is no such section in our bylaws removal of Officers.

Thanks

[Josh Martin]

On 7/20/2023 at 11:02 AM, Jay M said:

Now my question is to remove an officer does the board  need a  grievance? or just majority of the board members want to remove  him  as they  were not satisfied with the functioning of  Officer

Your organization has its own rules concerning discipline. As a result, it is ultimately up to your organization to interpret its own rules. Those rules provide:

"All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes."

Since the wording in question provides "trustee/officer," it would seem at first glance to me that the rules pertaining to grievances are applicable to officers as well.

On 7/20/2023 at 12:37 PM, Jay M said:

I believe  I paste twice the text. Our bylaws does not say anything on removal of Officer. There is no such section in our bylaws removal of Officers.

Are you certain there is nothing in your bylaws concerning removal of officers? Your bylaws refer to charges brought against "trustee/officer." So it would seem to me, at first glance, that those procedures are applicable to officers.

In the event those procedures are not applicable to officers, and the bylaws are otherwise silent concerning removal of officers, then I am in agreement that due to the "or until" provision, an officer could be removed through the same vote as a motion to Rescind or Amend Something Previously Adopted, which is a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

[Gary Novosielski]

On 7/20/2023 at 1:37 PM, Jay M said:

I believe  I paste twice the text. Our bylaws does not say anything on removal of Officer. There is no such section in our bylaws removal of Officers.

Thanks

Well the Section 12 that you posted above seems to contradict that.

[Jay M]

well I interpret if board wants to remove any officer they can follow the rules provided in Roberts Rules . If there are any grievances they follow our section 12. They are separate procedures right?

 

[Gary Novosielski]

On 7/20/2023 at 2:52 PM, Jay M said:

well I interpret if board wants to remove any officer they can follow the rules provided in Roberts Rules . If there are any grievances they follow our section 12. They are separate procedures right?

 

If the grievance procedure can result in removal of an officer, then it would supersede the rules in RONR, i.e., the  "or until" rule.

[Jay M]

On 7/20/2023 at 2:09 PM, Gary Novosielski said:

If the grievance procedure can result in removal of an officer, then it would supersede the rules in RONR, i.e., the  "or until" rule.

Right now there are no ( grievances ) complaints on a particular officer but majority of the board do not like the way he is functioning . Does the idea of removing an officer itself constitute a grievance? 

[Atul Kapur]

It is up to your organization to resolve this ambiguity in the bylaws: since the bylaws create a grievance procedure where one of the possible outcomes is the removal from office of an officer,  does that preclude a direct motion to remove the officer without a grievance and outside of the discipline process?

If, for the sake of argument, such a motion is not precluded, does it require just the vote required for Amend Somethng Previously Adopted or must it follow the same procedure as for a grievance?

On 7/20/2023 at 12:02 PM, Jay M said:

by 3/4ths (12 out of 16) BOTs recommendation is for the removal of the alleged trustee/officer, then BOTs shall call for general body for its final action .... 

trustee shall be removed only upon the approval of two-thirds (2/3) of each category of members in attendance).

 

[Josh Martin]

On 7/20/2023 at 1:52 PM, Jay M said:

well I interpret if board wants to remove any officer they can follow the rules provided in Roberts Rules . If there are any grievances they follow our section 12. They are separate procedures right?

On 7/20/2023 at 2:23 PM, Jay M said:

Right now there are no ( grievances ) complaints on a particular officer but majority of the board do not like the way he is functioning . Does the idea of removing an officer itself constitute a grievance? 

Your rules provide "All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes."

It would seem to me that if the board "[does] not like the way he is functioning," this opinion is, presumably, based on one or more complaints or allegations. And your bylaws provide that "all" complaints and allegations follow a particular process. I'm somewhat puzzled as to how board members would "not like the way he is functioning" and yet not have any complaints or allegations concerning the member.

What I think you may be trying to say is that the grievance procedure applies only to complaints/allegations submitted by individual members, but does not apply to complaints/allegations submitted by the board itself, on its own motion. That doesn't seem like a crazy idea standing alone, but it doesn't seem supported by the text, which refers to "All complaints/allegations concerning the trustees."

Even to the extent this would be in order, it would also seem... odd to me that it would be easier to remove a board member on the basis that "majority of the board do not like the way he is functioning" then it would be to remove the board member following a formal investigation from an independent committee.

But it is ultimately up to your organization to interpret its own rules.

On 7/20/2023 at 2:02 PM, puzzling said:

Your bylaws specify:

Am a but puzzeling the bylaws name the meeting when to hold elections "at the regular annual neting of the board ov trustees ...."

Does this invalidate elections at other meetings, (so no officer cannot be duly elected)

I think your organisation has different  independent ways that result in the replacement of an officer:

- duly election of a new officer.

- grievance procedure

- RONR  chapter XX

Which procedure you follow is up to the organisation.

I do not find the argument at all persuasive that the organization can remove an officer simply by electing a new one, or that the organization can, whenever it pleases, choose between the options you have listed. That would effectively render the grievance procedure meaningless.

Edited July 21, 2023 at 01:14 AM by Josh Martin

[Gary Novosielski]

On 7/20/2023 at 3:23 PM, Jay M said:

Right now there are no ( grievances ) complaints on a particular officer but majority of the board do not like the way he is functioning . Does the idea of removing an officer itself constitute a grievance? 

My question was whether the grievance process, if followed, would result in the removal of an officer.  If so, and there is no other method described, then that is the method, and the "or until" rule does not apply.

It is up to the organization to interpret any ambiguities in its own bylaws, but with respect to the rules in RONR,  there is no ambiguity:  "Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed." [FAQ #20]   And it's clear your bylaws do establish such a procedure.  So the "or until" rule is not available to you.

Edited July 21, 2023 at 01:23 AM by Gary Novosielski

[Jay M]

Thanks to every one  for your valuable comments.

we need two thirds votes to suspend the rules is it two thirds of who present at the meeting or total members of the board?

Thanks

 

[Bruce Lages]

Neither - unless your rule prescribes a different definition it is the RONR requirement of 2/3 of the members present and voting.

[Gary Novosielski]

The quick way to calculate "two-thirds of those present and voting" is to see if there are twice as many, or more, Yes votes than No votes.  If so, then the motion passes.  Abstentions, if any, are ignored.

Edited July 21, 2023 at 05:52 PM by Gary Novosielski

[Jay M]

Thanks again

[Josh Martin]

On 7/21/2023 at 12:23 PM, Jay M said:

we need two thirds votes to suspend the rules is it two thirds of who present at the meeting or total members of the board?

Wait, hold on. What is this referring to? What rules are you suspending?

[Jay M]

On 7/21/2023 at 4:50 PM, Josh Martin said:

Wait, hold on. What is this referring to? What rules are you suspending?

The grievances section 

 

[Gary Novosielski]

No, you can't suspend an entire section of the bylaws, especially one concerning removal from office.

And even if you could, it would require a 3/4 vote of the membership, since the rule you're proposing to suspend has that threshold.  So, there is little to be gained even if it were suspensible.

[Jay M]

Thanks for more details

 

[Josh Martin]

On 7/21/2023 at 4:50 PM, Josh Martin said:

Wait, hold on. What is this referring to? What rules are you suspending?

The grievances section, in its entirety, cannot be suspended. Rather, the rules are suspended for a specific purpose.

So what exactly is the intent of the proposed motion to suspend the rules?

I concur with Mr. Novosielski that, in the event the intent is to suspend the rules to lower the threshold to remove a board member, this could be accomplished only by a 3/4 vote.