Removal of an officer amendment

[Jay M]

In our not for profit  organization constitution  we have the following procedure to elect new officeres.

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected.

Now we want to add a section to remove an officer and here is our draft.

Removal of officers:  Any officer can be removed by the board of trustees at any time by a vote of Simple majority of the full Board of Trustees at a duly called and convened special board meeting of the Board of the Trustees. In the case of removal o of president a new president shall be elected within a week days. Until a new president is elected, the then vice president shall act as the president. Once the new president is elected the vice president will continue as vice president until his/her term is completed.

I wonder is this amendment is in correct format? Please suggest Thanks.

[Joshua Katz]

What do the underlines mean?

Also, please note the following: your term of office provision says "until a successor shall have been duly elected." That allows the removal of an officer by an original main motion of the body that elects the officer. So that's the big change here - you're letting the board do it rather than, presumably, the membership.

On 1/13/2024 at 2:59 PM, Jay M said:

Any officer can be removed by the board of trustees at any time by a vote of Simple majority of the full Board of Trustees at a duly called and convened special board meeting of the Board of the Trustees.

Let's see. What do you want this to mean? Whether you mean just a majority of those present and voting, or of the entire membership of the board, you haven't used the standard language to accomplish that, so there's some ambiguity introduced. So let us know what you're trying to set as the voting threshold. For now, I'll note "simple" isn't needed, there's no need to specify the acting body three times, and I would not say "at a duly called and convend special board meeting of the Board of Trustees." First, I wouldn't say "board meeting" when it's already a meeting of the board. But more importantly, I'd just say "special meeting." The rest is all implied. By the way, you might instead say "special meeting of the Board of Trustees called for that purpose."

On 1/13/2024 at 2:59 PM, Jay M said:

In the case of removal o of president a new president shall be elected within a week days. 

This has some typos, and "within a week days" does not make sense. It should say "of the president." Also, why? RONR provides that the VP becomes P. What's wrong with that? And elected by whom?

On 1/13/2024 at 2:59 PM, Jay M said:

Once the new president is elected the vice president will continue as vice president until his/her term is completed.

I don't think this needs to be said. 

[Gary Novosielski]

On 1/13/2024 at 2:59 PM, Jay M said:

In our not for profit  organization constitution  we have the following procedure to elect new officeres.

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected.

Now we want to add a section to remove an officer and here is our draft.

Removal of officers:  Any officer can be removed by the board of trustees at any time by a vote of Simple majority of the full Board of Trustees at a duly called and convened special board meeting of the Board of the Trustees. In the case of removal o of president a new president shall be elected within a week days. Until a new president is elected, the then vice president shall act as the president. Once the new president is elected the vice president will continue as vice president until his/her term is completed.

I wonder is this amendment is in correct format? Please suggest Thanks.

The format is fair.  The idea is poor. 

Since the membership elects the board, the membership should be the body that removes or replaces members of the board.  If I were a general member, I'd certainly vote against a bylaws amendment that robbed the membership of an important power.  But since I'm not a member my opinion is of little consequence.

[Atul Kapur]

On 1/13/2024 at 5:54 PM, Gary Novosielski said:

The format is fair.  The idea is poor. 

Apparently the format is so poor that you misunderstood the idea (or I did).

The proposal is about removal of officers by the board, which we are told is the body that elects the officers.

I see that Joshua reads it the same way as you

On 1/13/2024 at 3:26 PM, Joshua Katz said:

So that's the big change here - you're letting the board do it rather than, presumably, the membership.

but I am still confident in my reading of this provision (emphasis added) that it is the board that elects the officers

On 1/13/2024 at 2:59 PM, Jay M said:

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees

 

[Joshua Katz]

On 1/13/2024 at 6:18 PM, Atul Kapur said:

The proposal is about removal of officers by the board, which we are told is the body that elects the officers.

 

Ah, I see that you are right.

In that case, as there is the "sucessors" language, the board can remove the officers by an original main motion. The only effect of this amendment will be, perhaps, the change the vote threshold, and to change what happens when the President is removed.

[Josh Martin]

On 1/13/2024 at 1:59 PM, Jay M said:

Removal of officers:  Any officer can be removed by the board of trustees at any time by a vote of Simple majority of the full Board of Trustees at a duly called and convened special board meeting of the Board of the Trustees.

I would advise shortening this to simply "Any officer may be removed by the board, by majority vote," if what is intended is a majority of those present and voting.

If the intent is a majority of the entire board, I would instead suggest the following: "Any officer may be removed by a vote of a majority of the entire membership of the board."

On 1/13/2024 at 1:59 PM, Jay M said:

In the case of removal o of president a new president shall be elected within a week days. Until a new president is elected, the then vice president shall act as the president. Once the new president is elected the vice president will continue as vice president until his/her term is completed.

I would note that the default in RONR is that when the office of President becomes vacant, the Vice President simply becomes President, period. If you're fine with that, none of this is necessary.

If the method you have outlined is preferred, I instead suggest striking the language from the existing section which reads "Vacancies may be filled at any meeting of the Board of Trustees." and inserting the following:

"Vacancies in any office, including the office of President, shall be filled by the Board of Trustees. A vacancy in the office of President shall be filled within one week. When the office of President is vacant, the Vice President shall have all duties and authority of the office of President until the vacancy is filled."

I suggest this language because it would make this method applicable to all vacancies, not just removal. It would be rather odd to apply a separate method of filling a presidential vacancy solely in the case of removal.

On 1/13/2024 at 5:20 PM, Joshua Katz said:

Ah, I see that you are right.

In that case, as there is the "sucessors" language, the board can remove the officers by an original main motion. The only effect of this amendment will be, perhaps, the change the vote threshold, and to change what happens when the President is removed.

But there may in fact be a fairly significant effect to this amendment, as the organization currently has its own rules concerning discipline, which provide, among other things:

"All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes."

It seems to me that it may be helpful for clarity to remove the word "officer" from that provision.

Edited January 13, 2024 at 11:34 PM by Josh Martin

[Joshua Katz]

On 1/13/2024 at 6:34 PM, Josh Martin said:

"All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes."

 

Ah, I did not think of that other thread.

[Atul Kapur]

On 1/13/2024 at 6:20 PM, Joshua Katz said:

The only effect of this amendment will be, perhaps, the change the vote threshold, and to change what happens when the President is removed.

It also appears that the motion to remove can only be made at a special meeting. (and I am ignoring anything in a different thread)

On 1/13/2024 at 2:59 PM, Jay M said:

at a duly called and convened special board meeting of the Board of the Trustees

@Jay M, here is how I interpret the proposal as I read it:

• A motion to remove an officer can only be made at a special meeting of the board. Currently, under RONR and your bylaws language, it could be made at any board meeting.
   
• To be adopted, a majority of the full membership of the board must vote in favour, so absences and abstentions would have the same effect as a negative vote — although I agree with Mr. Katz that your language is ambiguous.
  Currently, this motion requires a two-thirds vote, the affirmative vote of the majority of the full membership of the board, or a majority vote if previous notice has been given.
   
• If the president is removed, the vice president acts as president until the new president is elected in some period of time (whatever "a week days" means). 
  Currently, the vice president would become the president and you would have a vacancy in the office of vice president (unless you have a different provision in another part of your bylaws).

Edited January 13, 2024 at 11:43 PM by Atul Kapur

[Jay M]

I thank you every one for your great suggestions and help