Member expelled from non profit club

[A questioner]

A Vice President who is also a lifetime member was removed from their position from the board of directors citing “extreme circumstances “ with no example of what that entails. Under another section of the societies bylaws extreme circumstances were classified as “stealing, damaging property, etc” none of which the Vice did. The next day the former Vice was served a letter expelling him/her from the society all together and asked not to return to the property citing again extreme circumstances. The Vice President wanted an investigation into the society dealing with employee fraud and why the administration was not held accountable. For 11 months when the Vice brought the subject up in the board meetings, the meeting was adjourned. My question is: was the removal and expulsion done properly and legally? What if some of the general members are supporting the Vice? Do they have a vote or not?

[Joshua Katz]

On 12/19/2023 at 8:59 PM, A questioner said:

My question is: was the removal and expulsion done properly and legally?

I have no idea. How was it done? You've only told us the results:

On 12/19/2023 at 8:59 PM, A questioner said:

A Vice President who is also a lifetime member was removed from their position from the board of directors citing “extreme circumstances “ with no example of what that entails.

Removed by whom? By what procedure?

[A questioner]

The Vice was removed by the board vote at the monthly meeting. 

[A questioner]

There was no board vote for expulsion from the society. That was a letter from the President,

[Joshua Katz]

On 12/19/2023 at 9:38 PM, A questioner said:

The Vice was removed by the board vote at the monthly meeting. 

Okay. What do the bylaws say about a) the term of office, and b) removal from office (if anything)?

On 12/19/2023 at 9:39 PM, A questioner said:

There was no board vote for expulsion from the society. That was a letter from the President,

Do the bylaws empower the president to expel members from the society by letter?

[A questioner]

There is nothing in the bylaws stating that they can be removed by letter. Vice term is two years. Was voted in by acclimation in May. Bylaws state an executive can be removed due to extreme circumstances by the board. 

[J. J.]

On 12/19/2023 at 9:51 PM, A questioner said:

There is nothing in the bylaws stating that they can be removed by letter. Vice term is two years. Was voted in by acclimation in May. Bylaws state an executive can be removed due to extreme circumstances by the board. 

The letter could be a result of the board's action.

Please quote the bylaw provision regarding term of office, exactly. 

[A questioner]

Vice asked the President if the general membership would be informed of Vice’s expulsion and was told no, if they were told it would violate the PIPA act. 

[A questioner]

On 12/19/2023 at 7:53 PM, J. J. said:

The letter could be a result of the board's action.

Please quote the bylaw provision regarding term of office, exactly. 

It exactly says the President and Vice President will be elected for a two (2) year term. 

[J. J.]

 

 

On 12/19/2023 at 10:06 PM, A questioner said:

It exactly says the President and Vice President will be elected for a two (2) year term. 

 

Is that a direct quote.  We need the actual quote. 

[A questioner]

That is the exact quote

[Richard Brown]

@A questionerwr need a lot more information regarding exactly what happened, what procedure was used to expel the member, exactly what your bylaws say about the term of office of officers and about discipline or removal from office or expulsion, if anything,   You really haven’t given us enough information for us to be of much help.

[A questioner]

Bylaw exact quote: The removal of a director or an officer would be as follows: 1. Under extreme circumstances. 2. Missing 3 consecutive meetings without good cause. 3. Removal will be by decision of the whole Board. 

During the board meeting Vice President questioned board regarding the employee dishonesty. President told Vice  they were out of order because of special meeting minutes from February that were not recorded in book, just a handwritten scrap paper in her handwriting stating board voted in favour of no further discussions regarding the subject of employee theft. Vice began to speak and was asked to be removed from the meeting. Vice removed himself. Board discussion ensued with motion to remove him from role of Vice. Majority vote in favour. 

 

[Joshua Katz]

On 12/19/2023 at 10:19 PM, A questioner said:

The removal of a director or an officer would be as follows: 1. Under extreme circumstances. 2. Missing 3 consecutive meetings without good cause. 3. Removal will be by decision of the whole Board. 

To the extent this is meant to put guardrails around the power, it doesn't seem very effective. Extreme circumstances seem to mean whatever the board considers extreme circumstances, which is what they thought here. So it seems they can remove him as an officer. But can they remove him from the board? How does one become vice president? Is VP elected by the whole body, or elected to the board, which then choses its own officers?

[A questioner]

He was voted in at the AGM by the whole body as are all the board members and executive. 

[A questioner]

On 12/19/2023 at 8:55 PM, Joshua Katz said:

To the extent this is meant to put guardrails around the power, it doesn't seem very effective. Extreme circumstances seem to mean whatever the board considers extreme circumstances, which is what they thought here. So it seems they can remove him as an officer. But can they remove him from the board? How does one become vice president? Is VP elected by the whole body, or elected to the board, which then choses its own officers?

He was voted in at the AGM by the whole body as are all the board members and executive

[Joshua Katz]

As VP, or as a board member? 

[A questioner]

On 12/19/2023 at 9:11 PM, Joshua Katz said:

As VP, or as a board member? 

As VP

[Joshua Katz]

So he's a board member by virtue of being VP. So it seems to me that the board can remove him as VP, and he is then off the board. Now, what do the bylaws say about removal from the society?

[A questioner]

On 12/19/2023 at 9:15 PM, Joshua Katz said:

So he's a board member by virtue of being VP. So it seems to me that the board can remove him as VP, and he is then off the board. Now, what do the bylaws say about removal from the society?

Members would be expelled only under extreme circumstances (i.e) stealing, damaging property, etc. The Board would make this decision. 

[Joshua Katz]

You might have an argument that the list defines the general term, per the rules of bylaw interpretation in RONR. But you'd need to make it to the board, or maybe the membership (depending on whether the membership can reverse the boards decision or not) since that's who is applying it. It seems the board has already decided, at least potentially. If not, raise a point of order that the board did not authorize the expulsion.

[A questioner]

On 12/19/2023 at 9:22 PM, Joshua Katz said:

You might have an argument that the list defines the general term, per the rules of bylaw interpretation in RONR. But you'd need to make it to the board, or maybe the membership (depending on whether the membership can reverse the boards decision or not) since that's who is applying it. It seems the board has already decided, at least potentially. If not, raise a point of order that the board did not authorize the expulsion.

Ok well thank you for all your help. I’m not the VP or President just a member who has concerns about how this was done and now we’re not even allowed to get answers from the board as to why. I don’t think we can reverse the boards decision. The AGM is in February so I suppose all we can do is ask. Thanks again. And Merry Christmas to you all. 

[Joshua Katz]

On 12/19/2023 at 11:28 PM, A questioner said:

I don’t think we can reverse the boards decision.

An answer woud require an analysis of your bylaws beyond the scope of this forum, but I'm not convinced this is right.

 

[A questioner]

On 12/19/2023 at 9:29 PM, Joshua Katz said:

An answer woud require an analysis of your bylaws beyond the scope of this forum, but I'm not convinced this is right.

 

It doesn’t seem right. Maybe we can get a bylaw writer to dig into it. 

[Richard Brown]

On 12/19/2023 at 10:28 PM, A questioner said:

I don’t think we can reverse the boards decision.

What EXACTLY, word for word, do your bylaws say about the powers of the Board?