Katy Posted September 6, 2023 at 07:09 PM Report Share Posted September 6, 2023 at 07:09 PM Our organization has a large Voting Membership (VM). A Standing Committee of the VMs (SC) performs certain tasks between annual meetings. The VM elects VM members, SC members, and Trustees. The Trustees find and hire the company President. Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause? I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power? I hope this is clear. if not, I'll try again. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted September 6, 2023 at 07:12 PM Report Share Posted September 6, 2023 at 07:12 PM On 9/6/2023 at 3:09 PM, Katy said: Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause? Yes and yes. The bylaws are your highest rules (other than corporate charter and applicable laws), not RONR. RONR does not specify what your bylaws may do or not do. On 9/6/2023 at 3:09 PM, Katy said: I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power? Since "legal" is in quotes, I'll assume it refers to RONR. If so, the answer is yes. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted September 6, 2023 at 07:16 PM Report Share Posted September 6, 2023 at 07:16 PM On 9/6/2023 at 3:09 PM, Katy said: Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause? Yes. "2:12 Except for the corporate charter in an incorporated society, the bylaws … comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws." On 9/6/2023 at 3:09 PM, Katy said: I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power? The bylaws can specify any removal procedures, regardless of cause. As to whether something is legal, you would need to ask someone who knows the law. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 9, 2023 at 03:08 AM Report Share Posted September 9, 2023 at 03:08 AM On 9/6/2023 at 3:09 PM, Katy said: Our organization has a large Voting Membership (VM). A Standing Committee of the VMs (SC) performs certain tasks between annual meetings. The VM elects VM members, SC members, and Trustees. The Trustees find and hire the company President. Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause? I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power? I hope this is clear. if not, I'll try again. It's strange to see these committees referred to as Governing bodies, since they are all presumed to be subordinate to the general membership. Quote Link to comment Share on other sites More sharing options...
Katy Posted September 9, 2023 at 06:01 AM Author Report Share Posted September 9, 2023 at 06:01 AM We have also used governance bodies. And you are correct, they are all subordinate to the general membership. Would you not consider the Membership, its Standing Committee, and the Board of Trustees to be governing or governance bodies? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 9, 2023 at 03:57 PM Report Share Posted September 9, 2023 at 03:57 PM On 9/9/2023 at 2:01 AM, Katy said: We have also used governance bodies. And you are correct, they are all subordinate to the general membership. Would you not consider the Membership, its Standing Committee, and the Board of Trustees to be governing or governance bodies? I suppose you can call them what you like. It grates on my ears because I think it tends to foster the common misconception that a board is in charge, and can pass rules or make pronouncements that the membership is obliged to respect. A good deal of our work here involves disabusing such members of that notion. Quote Link to comment Share on other sites More sharing options...
Katy Posted September 9, 2023 at 04:54 PM Author Report Share Posted September 9, 2023 at 04:54 PM Thank you for the input. However, we have made it very clear to all in our Bylaws that the Voting Membership is at the top of the hierarchy. Quote Link to comment Share on other sites More sharing options...
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