Special resolution to remove a director, right to defence

[Guest Smmastiff]

 A special resolution will be coming up at the next meeting to remove an officer of the board. The algations against the officer were emailed to the membership as part of the motion to remove the oficer. 

Does the officer have a right to defend themselves against these algations at the special resolutuiion meeting schedualed to vote on their removel. 

 Where does Roberts rules cover this ? 

[Josh Martin]

On 9/15/2023 at 12:54 PM, Guest Smmastiff said:

A special resolution will be coming up at the next meeting to remove an officer of the board. The algations against the officer were emailed to the membership as part of the motion to remove the oficer. 

Does the officer have a right to defend themselves against these algations at the special resolutuiion meeting schedualed to vote on their removel. 

 Where does Roberts rules cover this ? 

I cannot even attempt to answer this question without first knowing the following:

• What, if anything, do the bylaws (or applicable law, if that is where the procedure is found) say concerning the removal of officers?
• If the bylaws and applicable law are silent concerning the removal of officers, what is the exact wording used to define the term of office?

I would note that, at a minimum, the officer at least has the same rights as other members, and therefore could at least defend themselves by speaking in debate. There may be additional rights afforded to the accused in this regarding, depending on the answers to the above questions.

[puzzling]

On 9/15/2023 at 6:54 PM, Guest Smmastiff said:

 A special resolution will be coming up at the next meeting to remove an officer of the board. The algations against the officer were emailed to the membership as part of the motion to remove the oficer. 

Does the officer have a right to defend themselves against these algations at the special resolutuiion meeting schedualed to vote on their removel. 

 Where does Roberts rules cover this ? 

Roberts rules newly revised 12th edition has a whole chaper on this (chapter XX sections 61-63) but i fear you have so your own rules in uour bhlaws because you are already not following RONR.

Under RONR the defender has the right to be represented by councel and produce witnesses in his own defense, and requires a pre trail investigative commitee. 

Edited September 16, 2023 at 08:24 PM by puzzling
Corrections on rights of defenders

[Josh Martin]

On 9/15/2023 at 1:17 PM, puzzling said:

Under RONR the defender even can bring an attorney to help with his defense and requires a pre trail investigative commitee. 

This is correct only if formal disciplinary procedures are required, which may or may not be the case, depending on how the bylaws define the term of office. Further, the statement in regard to an attorney, while not exactly wrong, is incomplete and misleading. I don't wish to correct this matter here for fear of confusing the OP, since this procedure may not even be applicable, but I would suggest that you read RONR (12th ed.) 63:30 for a more complete statement of what RONR says on that subject.

[Guest Smmastiff]

this is all our bylaws say 

Removal of directors

50   (1)A director of a society may be removed from office

(a)by special resolution, 

(b)without limiting paragraph (a), by the method, if any, provided for in the bylaws.

(2 if a director is removed from office under subsection (1), an individual may be elected or appointed, by ordinary resolution, to serve as director for the balance of the term of the removed director.

 

Our blaws also stateS that we refer to Roberts rules if our bylaws do not cover a situation.

[Gary Novosielski]

On 9/15/2023 at 2:54 PM, Guest Smmastiff said:

(b)without limiting paragraph (a), by the method, if any, provided for in the bylaws.

It's odd that the bylaws appear not to know whether or not they provide for any other method.

[Atul Kapur]

On 9/15/2023 at 2:54 PM, Guest Smmastiff said:

this is all our bylaws say

This appears to be an almost exact quote from B.C.'s Societies Act rather than your bylaws (even to the Section number. Some words in paragraph 1a and subsection 2 have been omitted).

Before attempting to interpret this: Do your bylaws say anything else about the removal of directors (as referenced in paragraph 1b)? Please also provide the exact language about the term of office of directors.

[Gary Novosielski]

On 9/15/2023 at 4:36 PM, Atul Kapur said:

This appears to be an almost exact quote from B.C.'s Societies Act rather than your bylaws (even to the Section number. Some words in paragraph 1a and subsection 2 have been omitted).

That would account for the odd phrasing of bylaws referring to the bylaws as if they were elsewhere.

 

[Josh Martin]

On 9/15/2023 at 1:54 PM, Guest Smmastiff said:

this is all our bylaws say 

Removal of directors

50   (1)A director of a society may be removed from office

(a)by special resolution, 

(b)without limiting paragraph (a), by the method, if any, provided for in the bylaws.

(2 if a director is removed from office under subsection (1), an individual may be elected or appointed, by ordinary resolution, to serve as director for the balance of the term of the removed director.

Based on these facts, it appears directors may be removed by a "special resolution," the meaning of which I assume is defined in your bylaws or in applicable law. It does not appear that your bylaws grant a specific right to the accused to provide a defense. The accused is, however, a member of the society, and has the same right to speak in debate on the resolution as other members.

[puzzling]

On 9/15/2023 at 7:20 PM, Josh Martin said:

This is correct only if formal disciplinary procedures are required, which may or may not be the case, depending on how the bylaws define the term of office. Further, the statement in regard to an attorney, while not exactly wrong, is incomplete and misleading. I don't wish to correct this matter here for fear of confusing the OP, since this procedure may not even be applicable, but I would suggest that you read RONR (12th ed.) 63:30 for a more complete statement of what RONR says on that subject.

Corrected my post

[Atul Kapur]

On 9/17/2023 at 10:41 AM, puzzling said:

Corrected my post

Only partially. The assumption that formal disciplinary procedures are required in the OP's situation has not been confirmed and, in fact, the statute cited suggests that disciplinary procedures are not required.

On 9/16/2023 at 12:21 PM, Josh Martin said:

a "special resolution," the meaning of which I assume is defined in your bylaws or in applicable law.

Assuming this is from B.C.'s Societies Act, the act's definition basically means a 2/3 vote is required to adopt the resolution (details omitted).