Do the trustees recuse from participating in a board meeting?

[Jay M]

in our not for profit organization recently majority of trustees ( 9out of 16)called for a special  board meeting  to remove the president and vice president. But president and vice president went to the court filed a complaint against 9 trustees and got a temporary restraining order not to have such meeting until further hearing.  9 trustees came to know the president is using Organization funds to defend his case without board authorization. 

Now the 9 trustees wants to discuss about the funds spent by the president without board's authorization and called for a meeting. President is arguing that 9 trustees shall recuse themselves from discussing about the spending of funds for his court case. In our bylaws there is no mention of recuse. I wonder do they have to recuse form discussing about spending of organization's funds with out board's approval?  Thanks in advance

[Josh Martin]

On 8/10/2023 at 2:57 PM, Jay M said:

in our not for profit organization recently majority of trustees ( 9out of 16)called for a special  board meeting  to remove the president and vice president. But president and vice president went to the court filed a complaint against 9 trustees and got a temporary restraining order not to have such meeting until further hearing.  9 trustees came to know the president is using Organization funds to defend his case without board authorization. 

Now the 9 trustees wants to discuss about the funds spent by the president without board's authorization and called for a meeting. President is arguing that 9 trustees shall recuse themselves from discussing about the spending of funds for his court case. In our bylaws there is no mention of recuse. I wonder do they have to recuse form discussing about spending of organization's funds with out board's approval?  Thanks in advance

Nothing in RONR requires the board members to recuse themselves in this matter, or even suggests that they should do so, based upon the facts presented.

[Jay M]

Thanks Josh

[Gary Novosielski]

On 8/10/2023 at 3:57 PM, Jay M said:

in our not for profit organization recently majority of trustees ( 9out of 16)called for a special  board meeting  to remove the president and vice president. But president and vice president went to the court filed a complaint against 9 trustees and got a temporary restraining order not to have such meeting until further hearing.  9 trustees came to know the president is using Organization funds to defend his case without board authorization. 

Now the 9 trustees wants to discuss about the funds spent by the president without board's authorization and called for a meeting. President is arguing that 9 trustees shall recuse themselves from discussing about the spending of funds for his court case. In our bylaws there is no mention of recuse. I wonder do they have to recuse form discussing about spending of organization's funds with out board's approval?  Thanks in advance

No they don't.

In the first place, they can't be compelled to do so, and in this instance there's not even any reason suggesting that they should.

RONR says that members should not vote on an issue in which they have a personal or pecuniary interest that is not in common with other members.  From the facts provided, they do not have a personal interest, nor a pecuniary interest except as relates to the interest of the organization not to have its funds spent without approval. That's not a conflict of interest--that's part of their job description!  And the fact that all nine share that interest kicks the props out from under that last not-in-common point as well, but that was already a non-issue.

So there's basically nothing to back up the president's claim.

[puzzling]

On 8/10/2023 at 8:57 PM, Jay M said:

in our not for profit organization recently majority of trustees ( 9out of 16)called for a special  board meeting  to remove the president and vice president. But president and vice president went to the court filed a complaint against 9 trustees and got a temporary restraining order not to have such meeting until further hearing.  9 trustees came to know the president is using Organization funds to defend his case without board authorization. 

Now the 9 trustees wants to discuss about the funds spent by the president without board's authorization and called for a meeting. President is arguing that 9 trustees shall recuse themselves from discussing about the spending of funds for his court case. In our bylaws there is no mention of recuse. I wonder do they have to recuse form discussing about spending of organization's funds with out board's approval?  Thanks in advance

I think this is a legal matter and you should therefore consult a lawyer. 

I am not sure what is in the temporary restraining order but it overrules anything contradictory. 

[Gary Novosielski]

It may well be, or turn into, a legal matter.

Certainly the TRO must be complied with, and we don't know what it says, although we are told that it prevents holding a meeting regarding removal of the president.

If that's correct, and it doesn't prevent meetings on other topics, then it doesn't prevent a meeting regarding the finances.  So if the second meeting isn't prevented, I stand by my response.  If the TRO prevents it, then obviously it can't occur.  And determining which of these cases apply is, I agree, a legal question, not a parliamentary one.

As a practical matter, we don't know what the financial impact, if any, will be, until the case is finally resolved.  We can be sure the lawyers will get paid by somebody.

[Jay M]

I thank you every one