Removing the Chair

[Anthony]

I thought I would start a new thread.

'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!

 

 

 

Edited January 8, 2024 at 04:33 PM by Anthony
intended draft

[Josh Martin]

On 1/8/2024 at 9:02 AM, Anthony said:

I thought I would start a new thread.

For reference for others, the previous thread on this same question can be found here.

On 1/8/2024 at 9:02 AM, Anthony said:

'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?

My answer continues to be the same as in the previous thread.

It appears we now have clarification as to the meaning of "regular members." We still lack clarity, however, on whether it is the goal to remove this person from the office of Chair, but to leave this person on the board, or whether it is the goal to remove this person from the board altogether.

Edited January 8, 2024 at 03:28 PM by Josh Martin

[Anthony]

I thought I would start a new thread.

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!

Defining membership per bylaws.

Section 1 Membership

The Board shall consist of Regular Members, Nominee Members and Honorary Members.

Section 2 Regular Members

Regular members of the Board shall be those persons elected as members of the Board by duly elected precinct delegates at the first convention following the November election.

a.) Eligibility: Any person seeking election as a regular member shall complete an application to the board prior to his/her name being place into consideration

b).  Rights and Privileges: Regular members shall have the right to vote on all matters that come before the Board, except as otherwise provided in these bylaws.

c). Vacancy: Should a vacancy occur in the position of a regular member of the Board, the remaining members entitled to vote thereon may fill that vacancy by a simple majority vote at any subsequent regular meeting of the Board so long as a quorum is present and advance notice of such intent is provided by the Chair of the Board.

Section 3: Nominee Members

Nominee members of the Board shall be those persons most recently nominated by the Party and state legislative office at the preceding primary election. Nominee Members shall have the right to vote on all matters that come before the Board and shall be sent notice of meetings in the same manner as the Board. Elected officials who reside in the County shall automatically be "Honorary Members" of the Board. Additionally, the Board may, from time to time, vote to confer Honorary Member status upon a private citizen whose distinction in service to the Party, community, or country merited such status. The Board may revoke honorary memberships by a majority vote at any regular meeting where a quorum is present. The Board may also confer a special "Emeritus Member: distinction for honorary members with particular longevity of service. 

Rights and Privileges:  Honorary Member shall have all the privileges of regular members, except the right to vote, and shall be exempt from payment of dues.  Emeritus Members shall have the same Rights and Privileges as Honorary Members.

I apologize, the previous response was meant to be a rough draft however I evidently sent it?

We would like to remove the Chair from the Board also.

 

 

[Josh Martin]

On 1/8/2024 at 10:26 AM, Anthony said:

We would like to remove the Chair from the Board also.

Thank you. Based upon these facts, the answers to your questions are, in my view, controlled entirely by this provision in your bylaws.

"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.  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."

On 1/8/2024 at 9:02 AM, Anthony said:

Does that mean we can remove him with a 2/3 vote or a majority vote if given notice?

No. Your bylaws provide that removing a board member requires a 2/3 vote, period.

On 1/8/2024 at 9:02 AM, Anthony said:

So would it default to the same way you would remove a regular board member?

Yes, because your officers are "regular board members" who also serve as officers.

On 1/8/2024 at 9:02 AM, 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?

No. Your bylaws provide that removing a board member requires a 2/3 vote, period.

Edited January 8, 2024 at 06:40 PM by Josh Martin

[Richard Brown]

On 1/8/2024 at 12:40 PM, Josh Martin said:

Thank you. Based upon these facts, the answers to your questions are, in my view, controlled entirely by this provision in your bylaws.

"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.  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."

No. Your bylaws provide that removing a board member requires a 2/3 vote, period.

Yes, because your officers are "regular board members" who also serve as officers.

No. Your bylaws provide that removing a board member requires a 2/3 vote, period.

Based on the new information about "regular members" of the board, I concur with this post by Josh Martin.  

I will also say that I agree with Mr. Martin that we still need to know whether the intent is to remove the chair just from his position as chair but to leave him on the board or whether the intent is to also remove him from the board.

[Gary Novosielski]

On 1/8/2024 at 10:28 AM, Josh Martin said:

It appears we now have clarification as to the meaning of "regular members."

We do?  What is/are the other kind/kinds?  From what I've seen, "regular" members are the only kind mentioned and for all I can tell, all that there are.

[Anthony]

So we wish to remove this Chair from the Board as well.  It appears our bylaws are vague on how to remove a chair.  Presumably, we should follow the same procedure as removing a member as listed below.  Roberts Rules seem to state the same thing only RR requires "a majority vote when notice is given''.

"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).

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 plan to send out a request for a special meeting via email which is allowed by our bylaws: Article IV, Section 2: "Special Meetings may be called at the written request of more than half of the Board.  In the event a special meeting is called, notice shall be given out 5 days prior to the scheduled meeting and the purpose or purposes of that meeting shall be clearly stated".  Ideally, we receive the necessary votes and we clearly state the reasons to remove the Chair.  Who holds the meeting if the Chair is unwilling to participate?  Once we make the motion to remove the Chair and it is seconded, it then goes to the Membership Committee for further review.  The problem with that is the membership Chair is related to the Chair.  Can we state a conflict of interest and have someone else temporarily Chair that committee? Regardless of the findings of the Membership Committee we can proceed to a vote of which two-thirds is required to remove the Chair.  Would the membership committee report their findings to the Board at another meeting? 

I know, we have a mess.

 

 

 

 

 

Edited January 8, 2024 at 08:36 PM by Anthony

[Richard Brown]

On 1/8/2024 at 9:28 AM, Josh Martin said:

It appears we now have clarification as to the meaning of "regular members."

 

On 1/8/2024 at 1:33 PM, Gary Novosielski said:

We do?  What is/are the other kind/kinds?  From what I've seen, "regular" members are the only kind mentioned and for all I can tell, all that there are.

Yes.  Perhaps you missed this from one of  Anthony's posts: (Emphasis added).

On 1/8/2024 at 10:26 AM, Anthony said:

Defining membership per bylaws.

Section 1 Membership

The Board shall consist of Regular Members, Nominee Members and Honorary Members.

Section 2 Regular Members

Regular members of the Board shall be those persons elected as members of the Board by duly elected precinct delegates at the first convention following the November election.

a.) Eligibility: Any person seeking election as a regular member shall complete an application to the board prior to his/her name being place into consideration

b).  Rights and Privileges: Regular members shall have the right to vote on all matters that come before the Board, except as otherwise provided in these bylaws.

c). Vacancy: Should a vacancy occur in the position of a regular member of the Board, the remaining members entitled to vote thereon may fill that vacancy by a simple majority vote at any subsequent regular meeting of the Board so long as a quorum is present and advance notice of such intent is provided by the Chair of the Board.

Section 3: Nominee Members

Nominee members of the Board shall be those persons most recently nominated by the Party and state legislative office at the preceding primary election. Nominee Members shall have the right to vote on all matters that come before the Board and shall be sent notice of meetings in the same manner as the Board. Elected officials who reside in the County shall automatically be "Honorary Members" of the Board. Additionally, the Board may, from time to time, vote to confer Honorary Member status upon a private citizen whose distinction in service to the Party, community, or country merited such status. The Board may revoke honorary memberships by a majority vote at any regular meeting where a quorum is present. The Board may also confer a special "Emeritus Member: distinction for honorary members with particular longevity of service. 

Rights and Privileges:  Honorary Member shall have all the privileges of regular members, except the right to vote, and shall be exempt from payment of dues.  Emeritus Members shall have the same Rights and Privileges as Honorary Members.

 

[Atul Kapur]

On 1/8/2024 at 10:02 AM, Anthony said:

The newly elected Board shall organize for the coming year by electing the Chair, Vice Chair, Treasurer and Secretary from members of the Board.

Does it state explicitly that these officers have to remain as members of the board throughout their term? This is implied.

If so, then removal from the board would effectively remove the person from both the board and the office of Chair.

[Gary Novosielski]

On 1/8/2024 at 3:53 PM, Richard Brown said:

Yes.  Perhaps you missed this from one of  Anthony's posts: 

Yes, I had.  But I don't think it's significant in this case, since I would bet $1.50 that the Chair was elected from among the "regular" members.

If that's the case, then I would agree with @Atul Kapur that removing this person from the board would likely create a vacancy in the office of Chair.  I'm not certain the bylaws were crafted with sufficient precision to state this clearly, but it looks like the  intent was that officers were to be elected from among the regular members of the board, and hold office contingent on continued board membership.

[Josh Martin]

On 1/8/2024 at 2:30 PM, Anthony said:

So we wish to remove this Chair from the Board as well.  It appears our bylaws are vague on how to remove a chair.  Presumably, we should follow the same procedure as removing a member as listed below.

The chair is a member of the board and, in addition to that, he is the Chair. Because your officers are elected from among the board members, if he is removed from the board, this will also remove him from the office of Chair as well.

I concur that removing the chair as a member of the board would work the same as removing any other board member.

On 1/8/2024 at 2:30 PM, Anthony said:

Roberts Rules seem to state the same thing only RR requires "a majority vote when notice is given''.

It's more complicated than that, but it doesn't matter, because your bylaws take precedence over Robert's Rules.

On 1/8/2024 at 2:30 PM, Anthony said:

Who holds the meeting if the Chair is unwilling to participate?

The Vice Chair would preside if the chair is absent, or I suppose also if he is present and refuses to preside.

On 1/8/2024 at 2:30 PM, Anthony said:

Can we state a conflict of interest and have someone else temporarily Chair that committee?

No, unless your bylaws have such a procedure (and it does not appear that they do).

How is the committee appointed?

On 1/8/2024 at 2:30 PM, Anthony said:

Regardless of the findings of the Membership Committee we can proceed to a vote of which two-thirds is required to remove the Chair. 

I'm not sure about that. The bylaws provide "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."

On 1/8/2024 at 2:30 PM, Anthony said:

Would the membership committee report their findings to the Board at another meeting? 

I assume so. The bylaws provide "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." Presumably, this recommendation is reported at some point.

[Anthony]

The Chair chooses committee chairs and he chose his brother-in-law to be Membership Committee Chair.  So his brother-in-law is not going to give us an "affirmative recommendation for removal". Doesn't the sentence "nonbinding recommendation of action to the Board"  and "following an affirmative recommendation for removal" contradict each other? 

In a separate incident, the Chair made a motion to remove a board member and at that same meeting had the Membership Chair read a statement that was previously prepared recommending removing that Board member. The Chair then called for a vote and the Board voted against removing this member.   

It doesn't stop there.  One week after the Executive Board voted to keep this member the Chair sent out a email stating that he removed this person per our bylaws that state: the Executive Committee consisting of Chair, Vice Chair and Secretary shall have the authority to act on behalf of the Board in matters which preclude the Board from direct involvement due to matters of confidentiality or expediency but shall be accountable to the Board for its actions. 

Claiming in the name of expediency but refuses to identify the need for expediency and refuses to hold a general meeting. The bylaws do not define expediency.

Any suggestions?

 

 

 

 

 

 

 

 

 

 

 

 

[Joshua Katz]

On 1/8/2024 at 8:23 PM, Anthony said:

Doesn't the sentence "nonbinding recommendation of action to the Board"  and "following an affirmative recommendation for removal" contradict each other? 

I don't see why. Any recommendation is non-binding, but you proceed on an affirmative, non-binding recommendation.

On 1/8/2024 at 8:23 PM, Anthony said:

Any suggestions?

 

I'd suggest massively overhauling your bylaws, and then proceeding on those overhauled bylaws. These are so full of ambiguities and contradictions it's going to be very hard to proceed.

[Josh Martin]

On 1/8/2024 at 7:23 PM, Anthony said:

The Chair chooses committee chairs and he chose his brother-in-law to be Membership Committee Chair. So his brother-in-law is not going to give us an "affirmative recommendation for removal".

Please quote exactly what your bylaws say on this matter.

Also, does the Membership Committee have members other than the chair? The committee chair is just one member.

On 1/8/2024 at 7:23 PM, Anthony said:

Doesn't the sentence "nonbinding recommendation of action to the Board"  and "following an affirmative recommendation for removal" contradict each other? 

I think one way of resolving this apparent contradiction is that the board may, but is not required to, remove a board member if the Membership Committee recommends removal. Hence, "nonbinding." However, the board may not remove a board member if the committee does not recommend removal.

[Anthony]

According to our bylaws a Chair can do whatever he wants and as long as he has a relative as Chair of the Membership Committee he can never be removed?  Can the Board Vote to temporarily remove Membership Committee Chair for conflict of interest.                

Duties of Officers-"Chair" shall (1) serve as the CEO of the Board: (2) preside over all meetings of the Board, the Executive Committee and Committee of Chairs: (3) be primary spokesperson of the Board and the County Party: and, with advice and counsel of his/her fellow Officers, (4) determine all committees, committee chairs, and approve of all committee members.

 

[Josh Martin]

On 1/9/2024 at 6:05 AM, Anthony said:

According to our bylaws a Chair can do whatever he wants

Where do they say that?

On 1/9/2024 at 6:05 AM, Anthony said:

as long as he has a relative as Chair of the Membership Committee he can never be removed?

I again reiterate that under RONR, the committee’s chair is just one member of the committee and the committee itself, by majority vote, determines the committee’s recommendations.

I haven’t yet seen anything from your bylaws regarding the authority of committee chairs.

On 1/9/2024 at 6:05 AM, Anthony said:

Can the Board Vote to temporarily remove Membership Committee Chair for conflict of interest.     

Only if your bylaws so provide. By default, the person or group with the authority to appoint also has the power to remove.

[Anthony]

Thank you, Josh.  Do you ever sleep? This is an amazing platform for people like me that need guidance.

I do not understand.  If the Chair can not be removed unless the Membership Committee gives "an affirmative recommendation" for removal and the Membership Committee will not recommend removal then how can he be removed?  So, we the Board, appoint the Chair and should have the power to remove the Chair.  But isn't that power to remove the Chair, or any Board Member, blocked by the Membership Committee?  I understand that under RONR the committee chair is just another member.  I mistakenly left out that the Membership Chair is the only member of that committee.  The Chair moves people in and out of committees (as is his right) without discussion.

Duties of Officers-"Chair" shall (1) serve as the CEO of the Board: (2) preside over all meetings of the Board, the Executive Committee and Committee of Chairs: (3) be primary spokesperson of the Board and the County Party: and, with advice and counsel of his/her fellow Officers, (4) determine all committees, committee chairs, and approve of all committee members.

Are you looking for what the Treasurer, Vice Chair and Secretary's roles are?

 

 

 

 

[Joshua Katz]

On 1/9/2024 at 8:50 AM, Anthony said:

If the Chair can not be removed unless the Membership Committee gives "an affirmative recommendation" for removal and the Membership Committee will not recommend removal then how can he be removed?

By amending the bylaws.

[Josh Martin]

On 1/9/2024 at 7:50 AM, Anthony said:

If the Chair can not be removed unless the Membership Committee gives "an affirmative recommendation" for removal and the Membership Committee will not recommend removal then how can he be removed?

Apparently, he can’t be. I think your organization has indeed created a system in which, for all intents and purposes, it is impossible to remove the chair from the board.

The drafters of your bylaws, so far as I can tell, chose a “two step” process for removal of a board member, which is:

-Affirmative recommendation of the Membership Committee (a committee which is appointed solely by the chair)

-2/3 vote of the Board of Directors

If the organization finds this process is not suiting its needs, then the only solution is to amend the bylaws.

On 1/9/2024 at 7:50 AM, Anthony said:

So, we the Board, appoint the Chair and should have the power to remove the Chair.

Well, hang on a moment. Are you just trying to remove him from the Chair, or remove him from the board altogether?

Previously, when I asked this question, you said the goal was to remove him from the board altogether. And the board does not elect its own members.

But in any event, your bylaws say what they say. If you don’t like what they say, then amend the bylaws.

I suppose another potential option would be to remove him from the office of chair first, and then from the board. 

But under the wording in your bylaws, it may well be that formal disciplinary procedures are required to remove the chair. Those steps involve appointing a committee, and your Chair apparently appoints all committees, without exception. So I think you’d still be stuck.

On 1/9/2024 at 7:50 AM, Anthony said:

I mistakenly left out that the Membership Chair is the only member of that committee.  The Chair moves people in and out of committees (as is his right) without discussion.

Then I would suggest that, regardless of what happens with the current situation, your rules concerning removal of board members (and possibly also appointment of committees) could use some review. 

On 1/9/2024 at 7:50 AM, Anthony said:

Are you looking for what the Treasurer, Vice Chair and Secretary's roles are?

No, I was asking about the duties of committee chairs, because I was not understanding why the committee chair’s opinion was the end of it. But now that you’ve clarified that the chair is the only member of the committee, that clears that up, and the question is no longer relevant.

Edited January 9, 2024 at 05:42 PM by Josh Martin

[Anthony]

 

• •  

Posted January 9, 2024 at 09:00 AM

On 1/9/2024 at 8:50 AM, Anthony said:

I don't understand the difference. There are no guideline in the bylaws for removing the chair, only a member.  What is the process for disciplinary actions taken against the Chair. Nothing in our bylaws so does that go to the membership board as well or can we follow Roberts Rules?

 

 

[Josh Martin]

On 1/9/2024 at 6:59 PM, Anthony said:

I don't understand the difference.

As I understand the facts, and please correct me if I am wrong, the manner in which the board and officers are elected is as follows:

-The board is elected by the convention

-The officers are elected by the board, from among the board’s members 

So the chair holds two positions: 1) board member, and 2) chair.

Under these circumstances, it would be (theoretically) possible to remove the chair from his position as a board member. Because officers must be board members, this would also remove him from the office of chair.

Alternatively, the board could remove him solely from the office of chair, and he would remain a board member. The board could, if it wished, subsequently remove him from the board.

The potential advantage of the latter strategy would be that if this person is no longer chair, the new chair could appoint a new Membership Committee.

On 1/9/2024 at 6:59 PM, Anthony said:

There are no guideline in the bylaws for removing the chair, only a member.  What is the process for disciplinary actions taken against the Chair. Nothing in our bylaws so does that go to the membership board as well or can we follow Roberts Rules?

If the bylaws are silent concerning removing an officer, you follow Robert’s Rules.

But this is what Robert’s Rules says on this subject.

“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:

• If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion.

• If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held.” RONR (12th ed.) 62:16

Your bylaws provide “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.”

Is this language equivalent to “and until their successors are elected,” which would require formal disciplinary procedures? Or is it equivalent to “or until their successors are elected,” which would permit removal through adoption of a simple motion to remove the officer, which would require a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice?

I am a inclined to think it is equivalent to “and until,” but the provision is ambiguous, and it will ultimately be up to the organization to interpret its own bylaws.

If formal disciplinary procedures are required, Section 63 of RONR should be read in its entirety before proceeding, but generally, it involves:

-Creating an investigative committee to review the allegations against the officer

-Receiving the report of the investigative committee and determining whether to prefer charges

-At a later date, holding a formal trial

-Finally, a vote on whether to remove the officer - a majority vote is sufficient

Your bylaws provide that the chair appoints all committees, without exception. So that would include the investigative committee. (RONR advises excluding disciplinary committees from such a provision to avoid this exact situation.)

I suppose an important difference, however, is that under the disciplinary procedures in RONR, the assembly may prefer charges even if the investigative committee recommends against it. So while this process would be very tedious, I suppose it could allow the board to ultimately remove the chair.

Edited January 10, 2024 at 01:30 PM by Josh Martin

[Atul Kapur]

On 1/10/2024 at 8:30 AM, Josh Martin said:

Your bylaws provide “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.”

Is this language equivalent to “and until ..." ...? Or is it equivalent to “or until ..." ...?

I am a inclined to think it is equivalent to “and until,” but the provision is ambiguous

I am of the opinion that it is an example of the unqualified wording described, and discouraged, in 56:28 "the unqualified wording 'for a term of … year(s)' should be avoided, because at the end of that time there would be no officers if new ones had not been elected."

In my opinion, removal under this wording has the same requirements as if it said "and until...".

[Richard Brown]

On 1/10/2024 at 11:54 AM, Atul Kapur said:

I am of the opinion that it is an example of the unqualified wording described, and discouraged, in 56:28 "the unqualified wording 'for a term of … year(s)' should be avoided, because at the end of that time there would be no officers if new ones had not been elected."

In my opinion, removal under this wording has the same requirements as if it said "and until...".

I agree with Dr. Kapur’s interpretation.

[Anthony]

As I understand the facts, and please correct me if I am wrong, the manner in which the board and officers are elected is as follows:

-The board is elected by the convention

-The officers are elected by the board, from among the board’s members 

So the chair holds two positions: 1) board member, and 2) chair.

Correct

Under these circumstances, it would be (theoretically) possible to remove the chair from his position as a board member. Because officers must be board members, this would also remove him from the office of chair.

But would that not require an "affirmative recommendation" from the Membership Committee of which his brother in law is the Chair and sole member?

Alternatively, the board could remove him solely from the office of chair, and he would remain a board member. The board could, if it wished, subsequently remove him from the board.

If the bylaws are silent concerning removing an officer, you follow Robert’s Rules. If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. I am a inclined to think it is equivalent to “and until,” but the provision is ambiguous, and it will ultimately be up to the organization to interpret its own bylaws.

On 1/10/2024 at 12:54 PM, Atul Kapur said:

 In my opinion, removal under this wording has the same requirements as if it said "and until...".

 

On 1/10/2024 at 12:54 PM, Atul Kapur said:

On 1/10/2024 at 12:54 PM, Atul Kapur said:

I am of the opinion that it is an example of the unqualified wording described, and discouraged, in 56:28 "the unqualified wording 'for a term of … year(s)' should be avoided, because at the end of that time there would be no officers if new ones had not been elected."

In my opinion, removal under this wording has the same requirements as if it said "and until...".

    Richard Brown:  I agree with Dr. Kapur’s interpretation.

 

Well it's good to have a consensus Thank you, gentlemen.  Unfortunately, it looks like the process is to remove him for cause. I suppose if we tried to remove him with a motion he would say we are interpreting the bylaws incorrectly.  What would the process be from there?

 

 

 

[Joshua Katz]

On 1/11/2024 at 12:07 PM, Anthony said:

Well it's good to have a consensus Thank you, gentlemen.  Unfortunately, it looks like the process is to remove him for cause. I suppose if we tried to remove him with a motion he would say we are interpreting the bylaws incorrectly.  What would the process be from there?

 

Presumably, he'd run the motion out of order, and someone would appeal. He might rule the appeal dilatory, that no reasonable person could read the rules to permit such a motion.