Removal of Chair

[Anthony]

I'm confused on your answer to Rob G.  We want to remove our chair.  Our bylaws state: each elected officer by the Board shall assume the duties of their office at the conclusion of the December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office.  Does that mean we can remove him with a 2/3 vote or a majority vote if given notice? Our bylaws do not address how to remove the Chair, Vice Chair, Secretary or Treasurer.  So would it default to the same way you would remove a regular board member?

Section 2 Determination of Officers

The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board.  Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office. 

Section 7 Removal of a Membership

Regular members may be removed from the Board for cause.  However before this vote may be taken, the following action shall occur: 1).  A motion to remove a regular member for cause shall be made by an elected Officer (this would lead me to believe section 7 is referring to Board members and therefore does not apply to the Chair).  2). following support for that motion, the matter of removal shall be transmitted to the Membership Committee for further review:  3) The Membership Committee shall evaluate whether the regular members action or actions amount to cause for removal and issue their official, nonbinding recommendation of action to the Board: and 4). following an affirmative recommendation for removal, the Board may vote to remove said regular member by a two-thirds roll call vote at any scheduled meeting of the Board) whereby a quorum is present.

We are calling for a special meeting to discuss removing the Chair.  By giving that 14 day notice, does that mean we only need a majority vote versus 2/3?

Thank you!

 

[Gary Novosielski]

never mind.

 

Edited January 7, 2024 at 03:54 AM by Gary Novosielski

[Gary Novosielski]

On 1/6/2024 at 10:48 PM, Anthony said:

A motion to remove a regular member for cause shall be made by an elected Officer (this would lead me to believe section 7 is referring to Board members and therefore does not apply to the Chair). 

Since all the officers are elected from among the board members, I don't see why you would think the Chair is not a board member.

[Anthony]

As far as voting for the removal of the Chair can it be a paper ballot?  Is that something I ask for when making the motion for removal?

[Joshua Katz]

On 1/6/2024 at 10:48 PM, Anthony said:

egular members may be removed from the Board for cause. 

Is the term "Regular member" defined somewhere?

On 1/6/2024 at 10:48 PM, Anthony said:

whereby a quorum is present.

This is the wrong word and makes it mean, to the extent it means anything, roughly the opposite of what it is meant to say.

On 1/6/2024 at 10:48 PM, Anthony said:

We are calling for a special meeting to discuss removing the Chair.  By giving that 14 day notice, does that mean we only need a majority vote versus 2/3?

 

Ignoring the second part as inapplicable, did the notice say discuss removing the Chair? If so, I'm not sure that's sufficient notice to conduct the business of removing the Chair.

[Richard Brown]

On 1/6/2024 at 9:48 PM, Anthony said:

I'm confused on your answer to Rob G.  We want to remove our chair.  Our bylaws state: each elected officer by the Board shall assume the duties of their office at the conclusion of the December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office.  Does that mean we can remove him with a 2/3 vote or a majority vote if given notice? Our bylaws do not address how to remove the Chair, Vice Chair, Secretary or Treasurer.  So would it default to the same way you would remove a regular board member?

Section 2 Determination of Officers

The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board.  Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office. 

Section 7 Removal of a Membership

Regular members may be removed from the Board for cause.  However before this vote may be taken, the following action shall occur: 1).  A motion to remove a regular member for cause shall be made by an elected Officer (this would lead me to believe section 7 is referring to Board members and therefore does not apply to the Chair).  2). following support for that motion, the matter of removal shall be transmitted to the Membership Committee for further review:  3) The Membership Committee shall evaluate whether the regular members action or actions amount to cause for removal and issue their official, nonbinding recommendation of action to the Board: and 4). following an affirmative recommendation for removal, the Board may vote to remove said regular member by a two-thirds roll call vote at any scheduled meeting of the Board) whereby a quorum is present.

We are calling for a special meeting to discuss removing the Chair.  By giving that 14 day notice, does that mean we only need a majority vote versus 2/3?

Thank you!

 

Before putting forth possible answers, I’ve got some questions. 

First, do your bylaw provide for board members who are not considered “regular members“? For example, are there any people who serve on the board as ex officio members?   I am thinking there might be a reason that the bylaws refer to “regular members” of the board instead of just “members“.

Second, is there any provision in your bylaws for removing officers from office?

it is probably going to be a matter of bylaws interpretation as to whether officers are considered regular members of the board. Only members of your organization can interpret its bylaws. We cannot do that for you. 

I am not convinced that officers can be removed from the board using the process set out in your bylaws for removing “regular” board members. That is a bylaw interpretation issue, however, and it also depends upon whether you’re by loss provide for board members who are not “regular“ members. 

As to your question whether giving previous notice will reduce the vote required to remove a member from a 2/3 vote to a majority vote, the answer is no.  If the bylaws say that a 2/3 vote is needed to remove a member, then a 2/3 vote is needed, regardless of whether previous notice is given.

Edited to add: even if it is not possible to remove an officer from the board following the procedure in your bylaws for the removal of “regular“ members, it might be possible to remove him as chair using the procedures in RONR, but not as a board member. He would no longer be chair, but would still be a board member and would then be subject to removal from the board as a regular member. 
 

 

Edited January 7, 2024 at 09:26 AM by Richard Brown
Added last paragraph

[Joshua Katz]

On 1/7/2024 at 4:20 AM, Richard Brown said:

I am not convinced that officers can be removed from the board using the process set out in your bylaws for removing “regular” board members. That is a bylaw interpretation issue, however, and it also depends upon whether you’re by loss provide for board members who are not “regular“ members. 

 

Mr. Brown, what do you think the procedure would be for removing officers, if not this? The bylaws also contain the magic words (or something to that effect), so wouldn't that make removing an officer easier than removing a board member? Which is not totally unreasonable, since the officer remains on the board, but gives me pause.

[Josh Martin]

On 1/6/2024 at 9:48 PM, Anthony said:

I'm confused on your answer to Rob G. 

What is said in the latest thread regarding Rob G involves removal of a chair of a committee, and therefore will not be fully applicable to removal of an officer. It also involved some customized rules of Rob G's society. So I think it is understandable that you are confused, and you made the right call by posting a new thread, so we can look at the facts of your situation and the rules of your society.

On 1/6/2024 at 9:48 PM, Anthony said:

 Does that mean we can remove him with a 2/3 vote or a majority vote if given notice? Our bylaws do not address how to remove the Chair, Vice Chair, Secretary or Treasurer.  So would it default to the same way you would remove a regular board member?

Section 2 Determination of Officers

The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board.  Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office. 

If your bylaws are silent concerning removal, I think there is some ambiguity as to what exactly would be required to remove an officer under this provision. RONR says the following on this matter.

"Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial, or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see 62:16).

To accomplish the first alternative, the bylaws may provide that officers “shall hold office for a term of ______ year(s) and until their successors are elected.” To accomplish the second alternative, the bylaws may provide that officers “shall hold office for a term of ______ year(s) or until their successors are elected.” (Emphases added.) Because the significant difference in effect between the use of “and” and “or” is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as:

• For the first alternative: “Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority.”
• For the second alternative: “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority."" RONR (12th ed.) 56:29-30

The language in your bylaws does not neatly match any of the alternatives listed in RONR.

On 1/6/2024 at 9:48 PM, Anthony said:

Section 7 Removal of a Membership

Regular members may be removed from the Board for cause.  However before this vote may be taken, the following action shall occur: 1).  A motion to remove a regular member for cause shall be made by an elected Officer (this would lead me to believe section 7 is referring to Board members and therefore does not apply to the Chair).  2). following support for that motion, the matter of removal shall be transmitted to the Membership Committee for further review:  3) The Membership Committee shall evaluate whether the regular members action or actions amount to cause for removal and issue their official, nonbinding recommendation of action to the Board: and 4). following an affirmative recommendation for removal, the Board may vote to remove said regular member by a two-thirds roll call vote at any scheduled meeting of the Board) whereby a quorum is present.

I think it is correct that this section is not relevant to removing a person from the office of Chair, Vice Chair, Secretary, or Treasurer, because we are told "The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board." This section, however, relates to removing members from the board.

However, since the bylaws provide that the Chair, Vice Chair, Treasurer, and Secretary are elected from the board, it seems one way of resolving this would be to follow the procedure in the bylaws to remove the officer in question from the board entirely, which would also have the effect of removing them from office.

In the long run, it would seem advisable to amend the bylaws to add rules concerning removal of officers.

On 1/6/2024 at 9:48 PM, Anthony said:

We are calling for a special meeting to discuss removing the Chair.  By giving that 14 day notice, does that mean we only need a majority vote versus 2/3?

To be clear, are you removing this person from the board altogether? Or just from the office of chair?

Your rules are clear that if you are removing a person from the board, the rule requires a 2/3 vote, period. The rule says nothing about a lower vote if notice is given. Your bylaws take precedence over RONR.

If you are removing them solely from the office of chair, then I'm not entirely certain what will be required for removal, due to the nonstandard language in the bylaws.

• To the extent that formal disciplinary procedures are not required, it is correct that providing notice lowers the threshold for adoption of the motion to remove to a majority vote.
• To the extent that formal disciplinary procedures are required, it is still correct that a majority vote is ultimately sufficient for removal, but there are a number of additional steps in the process which must be completed before getting to that point.
   

On 1/6/2024 at 10:07 PM, Anthony said:

As far as voting for the removal of the Chair can it be a paper ballot?  Is that something I ask for when making the motion for removal?

You may move that the vote be taken by ballot. Such a motion requires a majority vote for adoption.

On 1/7/2024 at 3:20 AM, Richard Brown said:

I am not convinced that officers can be removed from the board using the process set out in your bylaws for removing “regular” board members. That is a bylaw interpretation issue, however, and it also depends upon whether you’re by loss provide for board members who are not “regular“ members. 

Mr. Brown, while I concur that additional facts about what this term of "regular members" means would be desirable, I would note that we are told "The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board." That is, the officers are elected from among the board members. As a result, to the extent the goal is to remove this person from the board altogether, I don't know that the process would be any different from removing another board member.

On 1/7/2024 at 6:53 AM, Joshua Katz said:

The bylaws also contain the magic words (or something to that effect), so wouldn't that make removing an officer easier than removing a board member?

Would it? We are told the bylaws provide the following.

"Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office."

The bylaws include the "until their successors..." clause, but the linking words between the term of office and that clause is neither "and" nor "or," but instead "at which point." So which alternative do we go with?

Edited January 7, 2024 at 06:26 PM by Josh Martin