Members retaliating against board

[Guest Dwayne]

Hello. As a NFP organization we have recently undergone a change President, VP and added a few new faces to the board. Shortly after an accusation was made against a board member and an outside agency was brought in to investigate. No wrong doing was found and board member exonerated. A few weeks later a member who is friends with accuser and friends with a number of members has put forward a special meeting to remove half of the board. The bylaws allow for a quorum of members to remove directors with or without cause. The member requesting the meeting has been proven to be lying to members over the reasons to remove so many people. I can provide specific language if requested but from a bylaws standpoint we don't see a way to stop this short of writing to all members exposing the lies which we don't really want to do. Anyone have any similar experiences or insight or are we stuck.

[Joshua Katz]

On 12/5/2023 at 4:15 PM, Guest Dwayne said:

he bylaws allow for a quorum of members to remove directors with or without cause.

What exactly do they say about this? And about special meetings?

On 12/5/2023 at 4:15 PM, Guest Dwayne said:

Anyone have any similar experiences or insight or are we stuck.

I think you've got it right. If your rules permit your membership to call a meeting and remove your board members, then the board can't stop them from doing so. You'll simply have to debate, like any other member, as to why this should not be done.

[Gary Novosielski]

On 12/5/2023 at 4:15 PM, Guest Dwayne said:

Hello. As a NFP organization we have recently undergone a change President, VP and added a few new faces to the board. Shortly after an accusation was made against a board member and an outside agency was brought in to investigate. No wrong doing was found and board member exonerated. A few weeks later a member who is friends with accuser and friends with a number of members has put forward a special meeting to remove half of the board. The bylaws allow for a quorum of members to remove directors with or without cause. The member requesting the meeting has been proven to be lying to members over the reasons to remove so many people. I can provide specific language if requested but from a bylaws standpoint we don't see a way to stop this short of writing to all members exposing the lies which we don't really want to do. Anyone have any similar experiences or insight or are we stuck.

You seem to be saying that a single member called a special meeting.  Is that allowed under your bylaws?

If so, that is, if the special meeting is properly called, then the way you stop this is to attend the meeting and participate in debate on the motion to remove them.  I'm not sure why you really don't want to expose as lies the allegations about them, but that seems to be the point of the debate.

The phrase "a quorum [of] members [can] remove directors" is awkward.  The word quorum applies to attendance requirements, not voting thresholds.  I would assume that actual removal would require a two-thirds vote, with a quorum present, but it depends on the exact language in your bylaws with respect to 

• how and by whom special meetings may be called; and
• what is the vote requirement for removing directors.  

[Josh Martin]

On 12/5/2023 at 3:15 PM, Guest Dwayne said:

The bylaws allow for a quorum of members to remove directors with or without cause. The member requesting the meeting has been proven to be lying to members over the reasons to remove so many people. I can provide specific language if requested but from a bylaws standpoint we don't see a way to stop this short of writing to all members exposing the lies which we don't really want to do. Anyone have any similar experiences or insight or are we stuck.

While I have not not seen the exact language in question, if the bylaws do indeed provide that directors may be removed with or without cause, and the member has followed the procedures in the bylaws for removal, I believe you are correct that there is no way to stop this other than to persuade the members that they should not remove the board members. I leave to your judgment what is the best way to accomplish this.

[Guest Dwayne]

Sorry everyone, don't fully understand this forum setup but trying. I am not at the facility today but am tomorrow for bylaws but figure the answer that we are somewhat stuck may be where we are. I have one follow up question and will expand a bit based on questions.

Follow up would be voting rights of new members if bylaws do not specify a waiting period. I did not find anything reading through ONCA or what I found of Roberts Rules. And if I had to look would there be any other articles/documents that might rule? I know that might depend a lot.

For other questions, yes, procedure outlined in bylaws is being followed. Need 8 members to sign for special meeting with reason to remove most of the board. Sadly, the 8 people consist of the one initiating, his wife, the disgruntled employee and her husband, a former board member who was asked to step down a year ago and her husband and then two personal friends of theirs. They have contacted members possibly breaching confidence with shared information and effectively lying to them about what has happened. As a board we would be crucified if we terminated an employee who filed a complaint and it would appear as retaliation. In this case, an independent third party concluded no wrong doing but they keep saying there was and is abuse. At the time of the complaint we change rules immediately for no board member to be there by themselves. Always two or more due to false allegations. It's all strange and the underlying motivation is not clear. There has honestly been no incidents at all. None of us get it.

I guess last part is proxy is allowed and bylaw states they need a quorum to hold the meeting or it must be adjourned. With a quorum members need majority to pass. We have new members who were told they can't vote for six months but that is not in bylaws.

Thanks for everything. Really appreciate it.

Dwayne

[Atul Kapur]

Hi Dwayne,

I am in Ontario and familiar with ONCA and it's provisions. Regarding removal of directors, it defers in some details to to your bylaws and not in others.

To give you precise answers regarding procedure would require a review of your bylaws, including the provisions regarding removal of directors.

Generally, be prepared at the meeting with your points / reasons / arguments. Depending on the timelines for the meeting and for proxies, there may be other actions that you can take. 

[Gary Novosielski]

On 12/6/2023 at 12:15 PM, Guest Dwayne said:

Sorry everyone, don't fully understand this forum setup but trying. I am not at the facility today but am tomorrow for bylaws but figure the answer that we are somewhat stuck may be where we are. I have one follow up question and will expand a bit based on questions.

Follow up would be voting rights of new members if bylaws do not specify a waiting period. I did not find anything reading through ONCA or what I found of Roberts Rules. And if I had to look would there be any other articles/documents that might rule? I know that might depend a lot.

For other questions, yes, procedure outlined in bylaws is being followed. Need 8 members to sign for special meeting with reason to remove most of the board. Sadly, the 8 people consist of the one initiating, his wife, the disgruntled employee and her husband, a former board member who was asked to step down a year ago and her husband and then two personal friends of theirs. They have contacted members possibly breaching confidence with shared information and effectively lying to them about what has happened. As a board we would be crucified if we terminated an employee who filed a complaint and it would appear as retaliation. In this case, an independent third party concluded no wrong doing but they keep saying there was and is abuse. At the time of the complaint we change rules immediately for no board member to be there by themselves. Always two or more due to false allegations. It's all strange and the underlying motivation is not clear. There has honestly been no incidents at all. None of us get it.

I guess last part is proxy is allowed and bylaw states they need a quorum to hold the meeting or it must be adjourned. With a quorum members need majority to pass. We have new members who were told they can't vote for six months but that is not in bylaws.

Thanks for everything. Really appreciate it.

Dwayne

Thanks for the paraphrases of the bylaws.

What I was looking for was the exact bylaws language regarding

• how and by whom special meetings may be called; and
• what is the vote requirement for removing directors.  

Failing that, everything you have said so far suggests that the meeting is properly called, and if a quorum is present, can do business. 

If your bylaws really state that without a quorum the meeting must immediately be adjourned, then they are more restrictive than RONR.  The rules in RONR prohibit any substantive business from being considered, but allow some very limited actions to be taken without a quorum.  However, any provision in your bylaws would supersede that.

Proxy votes are prohibited by RONR to the greatest extent allowed by law.  Unless your governmental regulations mandate proxies, they are not allowed.

Some organizations have bylaws provisions delaying the right to vote for new members.  But if your bylaws do not contain such a provision, then new members can vote immediately upon becoming a member.

So it will depend on your power of persuasion during debate, or on such other methods of communicating with voters you choose to employ.  RONR does not restrict communication with members outside of a meeting, subject to the rules regarding executive session, of course.

[Josh Martin]

On 12/6/2023 at 11:15 AM, Guest Dwayne said:

Follow up would be voting rights of new members if bylaws do not specify a waiting period. I did not find anything reading through ONCA or what I found of Roberts Rules. And if I had to look would there be any other articles/documents that might rule? I know that might depend a lot.

I can't speak to to ONCA, but so far as RONR is concerned, there is no "waiting period" for members to obtain voting rights. Unless your bylaws or applicable law provide otherwise, someone who has been a member for five minutes has the same rights as a person who has been a member for five years.

On 12/6/2023 at 11:15 AM, Guest Dwayne said:

For other questions, yes, procedure outlined in bylaws is being followed. Need 8 members to sign for special meeting with reason to remove most of the board... etc.

As I understand the facts, the procedures in the bylaws have been followed. As a result, it will be up to the members' judgment whether to remove the board members.