It a board of directors vote off the president for cause . Does the President have a right to appeal

[Guest Sonya]

Does a President have the right to address her dismissal ?

[Guest Yes]

Yes

[puzzling]

First of all , has the board the power to vote of the president? 

(Normally thus power rest only at the meeting that elected the president)

But yes the disciplinary procedure needs to be followed (the procedure in.the bylaws having priority over RONR)

While RONR doest have a formal appeal  procedure,  it does say that the proces should be conducted before the membership.

 

[Josh Martin]

On 8/23/2023 at 12:52 AM, Guest Sonya said:

It a board of directors vote off the president for cause . Does the President have a right to appeal

Does a President have the right to address her dismissal ?

For starters:

• What, if anything, do your bylaws say concerning removal of the President?
• If your bylaws are silent concerning removal of the President, what assembly elects the President?
• If your bylaws are silent concerning removal of the President, what is the exact wording your bylaws use to define the term of office of the President?

[Gary Novosielski]

On 8/23/2023 at 1:52 AM, Guest Sonya said:

Does a President have the right to address her dismissal ?

What dismissal?   How did the president get to be president in the first place; i.e., whose votes elected the president?

Under what authority did the board "dismiss" the president?  Quote the rule.  That would be an unusual power for a board to have.  Do you have something in your bylaws that would allow it?

If not, the President was not dismissed, and there's nothing to appeal.   

Edited to add:

In the usual case, the board may not take any action that conflicts with a decision of the membership.  If the membership elected the President, the board can't reverse that decision.

 

Edited August 23, 2023 at 02:29 PM by Gary Novosielski

[Gary Novosielski]

On 8/23/2023 at 1:54 AM, Guest Yes said:

Yes

Are you just saying that for eponymous reasons?

 

[Guest Sonya]

On 8/23/2023 at 3:02 AM, puzzling said:

First of all , has the board the power to vote of the president? 

(Normally thus power rest only at the meeting that elected the president)

But yes the disciplinary procedure needs to be followed (the procedure in.the bylaws having priority over RONR)

While RONR doest have a formal appeal  procedure,  it does say that the proces should be conducted before the membership.

 

[Guest Sonya]

This is from our bylaws. Board in a written statement to members said President was nit dismissed . Said she resigned. In special meeting to discuss dismissal board said President was voted off for cause. This is copy off bylaws. Members who petitioned for meeting were ready to discuss where resignation letter was since that was what board’s written statement said. Now in the special meeting that state President was removed for cause. What can the petitioning members do.? 

[Josh Martin]

On 9/2/2023 at 9:19 PM, Guest Sonya said:

This is from our bylaws. Board in a written statement to members said President was nit dismissed . Said she resigned. In special meeting to discuss dismissal board said President was voted off for cause. This is copy off bylaws. Members who petitioned for meeting were ready to discuss where resignation letter was since that was what board’s written statement said. Now in the special meeting that state President was removed for cause. What can the petitioning members do.? 

Thank you for the follow-up information. It appears there was at one point a dispute over the facts over whether the President had resigned or was removed, but it appears this has been resolved and it is now agreed that the "President was removed for cause."

Based on these additional facts, it is still not entirely clear to me whether the President was properly removed to begin with. The language from the bylaws provided does not appear to contain any language pertaining to removal from office or from the board. The language provided also does not state the term of office for board members - perhaps this is in the section of the bylaws pertaining to electing board members.

Since the board elects the officers (including the President) from among its own members, there is no doubt that the board has the power to remove the President if it wishes to do so (unless the bylaws provide otherwise). But what procedures are required to do so will depend on what (if anything) the bylaws say regarding removal and, if the bylaws are silent on that subject, the exact language used to define the term of office. Further, it's somewhat unclear to me now whether the board simply removed the President from the position of President or if the board removed the President from the board entirely. While it's clear that the board has the authority to do the former, it's not yet clear to me the board has the authority to do the latter.

To the extent the President was not properly removed, this matter may be addressed at a regular or properly called meeting of the membership, at which a member could raise a Point of Order that the President was not properly removed (stating the reasons why). The chair would rule on this point. If the members disagree with the ruling, a member could move to Appeal from the decision of the chair, and after debate, a majority vote is required to overturn the chair's ruling.

To the extent the President was properly removed, it appears the members may still "appeal" from this decision, based upon the language in the bylaws. This is quite different from an "appeal" as the term is used in RONR. The motion to appeal in RONR relates to a dispute over the rules. Conversely, the "appeal" in your bylaws appears to relate to a dispute over the merits of the decision. That is, under those procedures, the membership may admit that the board has the authority to remove the President, but notwithstanding this, believe the removal was not in the best interests of the society and wish to reinstate the President.

The language in your bylaws on this matter provide as follows:

"It is provided that an appeal from any action of the board of directors, other than expulsion, can be taken to the club upon petition of any ten (10) members filed in writing with the secretary, who shall call a meeting of the club within ten (10) days of the filing of said appeal and by a majority of a quorum of the club, said action of the board of directors shall be ratified or not ratified."

The rule provides that an appeal can be taken from any action other than expulsion. The term "expulsion" refers to removing a member from the club entirely, which I understand is not at issue here. As a result, it would seem to me this appeal process could be used in regard to removal of an officer or board member. So it would seem to me that ten or more members would submit a petition seeking to appeal the board's removal of the President.

Edited September 3, 2023 at 01:49 PM by Josh Martin

[Atul Kapur]

On 9/3/2023 at 9:48 AM, Josh Martin said:

The language from the bylaws provided does not appear to contain any language pertaining to removal from office or from the board

"They [the board of seven directors] shall have the power ... to remove by majority vote of the board ... any of them ...."

"Them" appears to refer to the members of the board themselves. I cannot see any other group that is not otherwise specified in that unfortunately long and poorly punctuated sentence. Employees, members of subcommittees, and members of the club are all specifically mentioned, leaving "them" to apply to the board members themselves (56:68(4) tells us that the word must be there for a reason).

[Josh Martin]

On 9/3/2023 at 10:34 AM, Atul Kapur said:

"They [the board of seven directors] shall have the power ... to remove by majority vote of the board ... any of them ...."

"Them" appears to refer to the members of the board themselves. I cannot see any other group that is not otherwise specified in that unfortunately long and poorly punctuated sentence. Employees, members of subcommittees, and members of the club are all specifically mentioned, leaving "them" to apply to the board members themselves (56:68(4) tells us that the word must be there for a reason).

Thank you. I did find this poorly written sentence rather puzzling. But this reading would suggest that the board has the authority to remove, by majority vote, a board member. Presumably, the board would also have the authority to remove an officer by the same means.

So based upon this, it would appear the board's action was within the authority granted under the bylaws. However, it appears the membership also has the authority to overturn this decision upon appeal.