Member expelled from non profit club

[A questioner]

On 12/19/2023 at 11:20 PM, Richard Brown said:

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

2. DEFINITIONS:
2.0
EXECUTIVE: The Executive shall consist of (1) President. (1)
Immediate Past President, (1) Vice-President, (1) Secretary, (1) Treasurer.
2.1
BOARD: The Board shall consist of a total of (6) six members from the
plus the Executive.
2.2
ELIGIBLE MEMBERS IN GOOD STANDING: A member who is 55 years or over and paid up to date in membership fees for the calendar year.

THE BOARD

3.0

The Board shall represent the

o transact such business

that may be brought before the Board and to promote educational, entertainment and recreation activities.

3.1

3.2.

3.3.

3.4

3.5

3.6

The Board may form committees, as necessary, from time to time.

Removal of a director or an officer would be as follows:

• 3.2.1 Under extreme circumstances.
• 3.2.2 Missing 3 consecutive meetings without good cause.
• 3.2.3 Removal will be by decision of the whole Board.

The management and affairs of the Society, will be conducted by the Board.

The Board shall appoint two (2) members as Auditors to annually audit the financial records.

Executive and Board members shall not be paid for duties performed on the Board.

Emergency decisions or any decision up to $1,000.00 may be made by the Executive.

 

3.7

Duties and responsibilities of Board:

3.7.0

PRESIDENT

3.7.0.1 The President shall conduct, or appoint another person 10 conduct, each Executive and General Meeting. In his/her absence. the Vice President or another member appointed by the Board, will assume the responsibility of chairing the meeting.

3.7.0.2 The President shall not vote on any question. unless all members are equally divided, in which case he/she shall cast the deciding vote. He/She shall decide all questions of order and conduct all meetings in a parliamentary manner.

3.7.0.3 The President will represent the Board on the day-to-day operations of the

3.7.0.4 The President will be one of the members empowered to co-sign cheques for the Society.

3.7.1

VICE PRESIDENT

3.7.1.0. The Vice President shall accept the role of President in his/her absence.

3.7.2

SECRETARY

3.7.2.0 The Secretary shall be responsible for the recording and reading of all minutes and proceedings of all meetings and special meetings if required.

3.7.2.1 The Secretary shall be one of the members empowered to co-sign cheques.

3.7.3

TREASURER

3.7.3.0 The Treasurer shall have a financial statement prepared and distributed for all Board and Annual General meetings and special meetings if required.

3.7.3.1 The Treasurer shall ensure that a financial statement is conducted of all finances annually.

3.7.3.2 The Treasurer shall be one of the members empowered 10 co-sign cheques.

3.7.4

OTHER OFFICERS OR BOARD MEMBERS

3.7.4.0 No Board members may receive any remuneration for duties performed unless authorized by Board.

3.7.4.1 For the purpose of carrying out its objectives, the Society may borrow or raise or secure the payment of money in such a manner as it sees fit. This power shall be exercised only under the authority of the membership of the Society.

3.7.4.2 The Seal is to be in the custody of the administration staff and maintained in the office.
 

 

3.7.4.3 The Seal is to be used on all official papers by the same signatories as for cheques.

3.7.4.4

The books are open at any time for inspection by any member of the Society upon request to the Board.

3.7.4.5

The preparation and custody of minutes and proceedings of meetings of the Society and of the Board Members, and other books and records of the Society shall be prepared by the administrative staff and kept at the C

MEMBERSHIP:

Categories of Member:

• 4.0.0 Full Members - all voting rights
• 4.0.1 Life Members - all voting rights joining at age 55

$300.00

joining at age 65

joining at age 70

$200.00

$ 100.00

4.0.2 Associate Member- a person, sponsored by a paid up member, who is not yet 55 years of age and who wants to participate in the C

games. They will have no

voting rights

4.0.3 Honorary Members - no voting rights

- by appointment by the Board only

To become a member of the

, a person shall be 55 years

of age and shall pay a membership fee of an amount specified at each Annual Meeting for the following year or a life membership rate.

Members would be expelled only under an extreme circumstance. (ie.) stealing, damaging property, etc. The Board would make this decision.

If a member wishes to withdraw his name from the membership list, he may make notice in writing to the President. There will be no cash refund on membership fees.

No member may receive any remuneration for duties performed unless prior authorization obtained from the Board.

MEETINGS:

5.0

Board Meetings

5.0.0 Board Meetings shall be once a month or upon request by the President

 

5.2.1 For a Special Meeting, the membership will be notified in writing at least 21 days prior to the meeting.

5.2.2

15% of paid up members would constitute a quorum at Special

meetings.

б.

ELECTIONS:

6.0

The Board shall call an Annual General Meeting to be held in the month of February of each year, for the nomination and election of a new Execulive and Board. The Board shall take office at the Annual Meeting.

6.1

To be nominated for a position on the Board, you shall be a paid up member in good standing of the

Ce

6.2

The Board will be nominated and elected by members of the Golden Age Centre. A nominating committee, appointed at the Annual General Meeting, shall recruit prospective Council members prior to the next Annual General meeting.

6.3

The Board shall consist of 6 Council members plus one each President.

Past President, Vice President, Secretary and Treasurer.

6.4

The President and Vice President will be elected for a two (2) year term.

The Secretary and Treasurer will be elected for a two (2) year term in alternating years from the President and Vice President. Each year, three

(3) Board members will be elected for a two-year term. Immediate Past President is automatically a member of the upcoming Executive. The President can only be elected for three terms.

6.5

In the case of a Board member having to vacate a position, the Board may appoint one member to take his/her place for the duration of the term.

6.6

The elections for the Board shall be conducted by a person who is not in office or running for office.

6.7 Voting for election of Board shall be in person by secret ballot.

 

[A questioner]

I think the only hope is the violation of bylaw 4.0.3 as the removal of the member decision was not made by a board vote. The President and 2 directors made the decision without a meeting. 

[Gary Novosielski]

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. 

Please quote the language where it says that.

[A questioner]

On 12/20/2023 at 8:21 AM, Gary Novosielski said:

Please quote the language where it says that.

I copied and pasted the exact wording of the bylaws above. It is under 6.4

[Josh Martin]

There's too much going on here for me to try to quote things. As I understand the facts, the questions are as follows:

• Was the removal from the office of Vice President proper?

• Was the expulsion from the society proper?

• Does the membership have any role in the removal from the office of Vice President?

• Does the membership have any role in the expulsion from the society?

I will do my best to answer these questions, but I will make the following caveats:

• It is ultimately up to the society itself to interpret its own bylaws. Further, the situation is complex, and the society may benefit from hiring a professional parliamentarian to review this matter in more detail.
   
• My answers concerning the removal and expulsion relate to whether the process was properly followed. I express no view on whether it was a good idea on the merits to remove or expel this person. I leave those judgments to the society.
   
• Some of this seems to involve questions of fact - whether the Vice President did, or did not, do certain things. I am not in a position to answer such questions, and I leave questions of fact to the society. My response deals with questions concerning the society's rules.
   
• Since this situation seems sensitive enough that it may ultimately result in legal action (and indeed, legal questions are already arising), I will note that 1.) it may benefit the society to seek legal advice and 2.) I am not an attorney and nothing I say in this post constitutes legal advice.

So with that out of the way...

QUESTION 1: Was the removal from the office of Vice President proper?

As I understand the facts, the bylaws provide as follows with regard to removal from office:

"Removal of a director or an officer would be as follows:

3.2.1 Under extreme circumstances.
3.2.2 Missing 3 consecutive meetings without good cause.
3.2.3 Removal will be by decision of the whole Board."

I would suggest, first of all, that this language could benefit from greater clarity. But as I understand it, the rule provides that directors or officers may be removed either for missing three consecutive meetings "without good cause" or under "extreme circumstances," and that the board is the body which determines whether to remove a director or officer. As a consequence, the board is presumably the body which would determine the meaning of "without good cause" or "extreme circumstances" in a particular case, neither of which is defined.

In a different portion of the bylaws, some clarity is given to the meaning of "extreme circumstances."

"Members would be expelled only under an extreme circumstance. (ie.) stealing, damaging property, etc. The Board would make this decision."

I would suggest, however, that this sentence does not add a great deal of clarity. The use of "ie" and "etc" both suggest this is not an exhaustive list. So all we can say for certain is that stealing and damaging property constitutes an extreme circumstance, as well as other, undefined things. I think a very reasonable argument could be made that it would need to be other conduct which is of comparable severity to stealing or damaging property. Since I have no idea what the charges are against the VP, I cannot begin to express an opinion on whether or not such conduct constitutes "extreme circumstances." In any event, it seems to me that determination, under your bylaws, is up to the board.

Based upon all of the above facts, my view is that the removal of this individual from the office of Vice President was proper.

QUESTION 2: Was the expulsion from the society proper?

Much of the analysis concerning the bylaws is the same as above. The reasons for expulsion and the fact the board is the body to remove is the same as for removal from office.

The important difference, however, is that we are told that "There was no board vote for expulsion from the society. That was a letter from the President."

Based upon these facts, it seems pretty apparent that the expulsion was not proper and, notwithstanding the President's letter suggesting otherwise, the person is still a member of the society. The bylaws quite clearly state that the board is the body which determines whether to expel members, and the board didn't act on this.

This may be only a temporary victory, however, since the board could subsequently vote to expel this person.

QUESTION 3: Does the membership have any role in the removal from the office of Vice President?

No. The bylaws give the membership no role in removal from office and, in my view, there is no basis to challenge the removal of the Vice President.

QUESTION 4: Does the membership have any role in the expulsion from the society?

Yes and no.

On the one hand, the bylaws give the membership no role in expulsion.

On the other hand, however, the membership does have a role in enforcing the society's bylaws. While the board can and should take action to rectify the violation of the bylaws in regard to expulsion on its own, if the board fails to do so, the membership may act. A member would raise a Point of Order concerning this matter at a membership meeting, followed by an appeal if necessary.

However, it may be that the board ultimately will expel this person, in which event, I believe the membership is again out of luck.

OTHER THOUGHTS

I must note, however, that all of this does not mean the membership is powerless in this matter. The membership certainly can take these factors into account when the next regular elections occur. Further, the membership could amend the bylaws to change the rules concerning removal and expulsion if it wishes.

[Gary Novosielski]

On 12/20/2023 at 10:30 AM, A questioner said:

I copied and pasted the exact wording of the bylaws above. It is under 6.4

Yes, sorry.  Unfortunately, 6.4 does not contain either of the two standard forms of specifying term length, dealing with the election of successors, which can affect how removal may be done.

[A questioner]

On 12/20/2023 at 8:59 AM, Josh Martin said:

There's too much going on here for me to try to quote things. As I understand the facts, the questions are as follows:

• Was the removal from the office of Vice President proper?

• Was the expulsion from the society proper?

• Does the membership have any role in the removal from the office of Vice President?

• Does the membership have any role in the expulsion from the society?

I will do my best to answer these questions, but I will make the following caveats:

• It is ultimately up to the society itself to interpret its own bylaws. Further, the situation is complex, and the society may benefit from hiring a professional parliamentarian to review this matter in more detail.
   
• My answers concerning the removal and expulsion relate to whether the process was properly followed. I express no view on whether it was a good idea on the merits to remove or expel this person. I leave those judgments to the society.
   
• Some of this seems to involve questions of fact - whether the Vice President did, or did not, do certain things. I am not in a position to answer such questions, and I leave questions of fact to the society. My response deals with questions concerning the society's rules.
   
• Since this situation seems sensitive enough that it may ultimately result in legal action (and indeed, legal questions are already arising), I will note that 1.) it may benefit the society to seek legal advice and 2.) I am not an attorney and nothing I say in this post constitutes legal advice.

So with that out of the way...

QUESTION 1: Was the removal from the office of Vice President proper?

As I understand the facts, the bylaws provide as follows with regard to removal from office:

"Removal of a director or an officer would be as follows:

3.2.1 Under extreme circumstances.
3.2.2 Missing 3 consecutive meetings without good cause.
3.2.3 Removal will be by decision of the whole Board."

I would suggest, first of all, that this language could benefit from greater clarity. But as I understand it, the rule provides that directors or officers may be removed either for missing three consecutive meetings "without good cause" or under "extreme circumstances," and that the board is the body which determines whether to remove a director or officer. As a consequence, the board is presumably the body which would determine the meaning of "without good cause" or "extreme circumstances" in a particular case, neither of which is defined.

In a different portion of the bylaws, some clarity is given to the meaning of "extreme circumstances."

"Members would be expelled only under an extreme circumstance. (ie.) stealing, damaging property, etc. The Board would make this decision."

I would suggest, however, that this sentence does not add a great deal of clarity. The use of "ie" and "etc" both suggest this is not an exhaustive list. So all we can say for certain is that stealing and damaging property constitutes an extreme circumstance, as well as other, undefined things. I think a very reasonable argument could be made that it would need to be other conduct which is of comparable severity to stealing or damaging property. Since I have no idea what the charges are against the VP, I cannot begin to express an opinion on whether or not such conduct constitutes "extreme circumstances." In any event, it seems to me that determination, under your bylaws, is up to the board.

Based upon all of the above facts, my view is that the removal of this individual from the office of Vice President was proper.

QUESTION 2: Was the expulsion from the society proper?

Much of the analysis concerning the bylaws is the same as above. The reasons for expulsion and the fact the board is the body to remove is the same as for removal from office.

The important difference, however, is that we are told that "There was no board vote for expulsion from the society. That was a letter from the President."

Based upon these facts, it seems pretty apparent that the expulsion was not proper and, notwithstanding the President's letter suggesting otherwise, the person is still a member of the society. The bylaws quite clearly state that the board is the body which determines whether to expel members, and the board didn't act on this.

This may be only a temporary victory, however, since the board could subsequently vote to expel this person.

QUESTION 3: Does the membership have any role in the removal from the office of Vice President?

No. The bylaws give the membership no role in removal from office and, in my view, there is no basis to challenge the removal of the Vice President.

QUESTION 4: Does the membership have any role in the expulsion from the society?

Yes and no.

On the one hand, the bylaws give the membership no role in expulsion.

On the other hand, however, the membership does have a role in enforcing the society's bylaws. While the board can and should take action to rectify the violation of the bylaws in regard to expulsion on its own, if the board fails to do so, the membership may act. A member would raise a Point of Order concerning this matter at a membership meeting, followed by an appeal if necessary.

However, it may be that the board ultimately will expel this person, in which event, I believe the membership is again out of luck.

OTHER THOUGHTS

I must note, however, that all of this does not mean the membership is powerless in this matter. The membership certainly can take these factors into account when the next regular elections occur. Further, the membership could amend the bylaws to change the rules concerning removal and expulsion if it wishes.

Thanks for the insight. Today the President retracted the letter and gave him back his membership as it was pointed out that it was not a board vote. It will come up again at the next board meeting depending on his behaviour. To be fair, he is hot headed and argumentative and will not let the matter drop (former employee theft). This has resulted in him losing his role as Vice (extreme circumstances in the boards view). We are hoping that at the AGM, the board will answer some of our questions as to the situation re former employee. All we’ve gotten is no comment due to PIPA and oath of confidentiality so who knows though. Really appreciate the forum and everyone’s helpfulness!

[Josh Martin]

On 12/20/2023 at 5:29 PM, Gary Novosielski said:

Yes, sorry.  Unfortunately, 6.4 does not contain either of the two standard forms of specifying term length, dealing with the election of successors, which can affect how removal may be done.

I don't know that it makes a difference in this case, since the bylaws themselves provide the method of removal. The text in question begins "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:" RONR (12th ed.) 62:16

[Gary Novosielski]

On 12/21/2023 at 8:03 AM, Josh Martin said:

I don't know that it makes a difference in this case, since the bylaws themselves provide the method of removal. The text in question begins "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:" RONR (12th ed.) 62:16

Yes, I'm quite sure you're right.  I was just explaining why we had been insisting on an exact quote of the language. In this instance there are such removal provisions in the bylaws (though one might wish they had more clarity than they do).