Disciplining Directors and Members

[Tomm]

I understand that RONR chapters on discipline is intended to cover ALL members, both Directors and Members.

Our Articles of Incorporation really only specifies the reasons for removal but not really providing a process.

"Removal of any elected or appointed Director may be done in either of the following ways:

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director.

B. The Members...."  (long drawn out petition process)

It's my preference to recommend the establishment of a separate Article in the Bylaws on Discipline. 

My opinion is, it doesn't really matter if the person is a Director or Member as they go thru the process because whatever the final decision is, as to guilt or innocence, the punishment would be determined based on whether the member was a Director or Member!

Question: Based on what you've seen in other organizations, is there a preference as to whether both Directors and Members are covered in the same Bylaw or is there separate process' for each?

Please advise.

[Josh Martin]

On 2/6/2024 at 4:21 PM, Tomm said:

Our Articles of Incorporation really only specifies the reasons for removal but not really providing a process.

"Removal of any elected or appointed Director may be done in either of the following ways:

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director.

But it does provide a process. It's just a very short process.

On 2/6/2024 at 4:21 PM, Tomm said:

Question: Based on what you've seen in other organizations, is there a preference as to whether both Directors and Members are covered in the same Bylaw or is there separate process' for each?

It varies from organization to organization.

[Tomm]

On 2/6/2024 at 6:44 PM, Josh Martin said:

But it does provide a process. It's just a very short process.

The way I read that Article is that, first of all, it only talks about "removal" and not any other sort of discipline for any other type of infraction. It also only states the reasons for removal and the vote required to do so. It says nothing about the process of how you get from point A, preferred charges and investigative committee to point B, a hearing, trial and verdict?

Seems to me that without some sort of a legitimate process, that article leaves the door open for any Director or group of Directors to simply call for a special executive session, accuse a Director (they may not like) of not performing their duty and kick them off the board with no method of defense or recourse?

Any reason why a more elaborate process can't be spelled out in the bylaws that conforms more to RONR?

[Josh Martin]

On 2/6/2024 at 8:17 PM, Tomm said:

The way I read that Article is that, first of all, it only talks about "removal" and not any other sort of discipline for any other type of infraction. It also only states the reasons for removal and the vote required to do so. It says nothing about the process of how you get from point A, preferred charges and investigative committee to point B, a hearing, trial and verdict?

It seems to me the process is motion, debate, vote, just as it would be on any other main motion.

On 2/6/2024 at 8:17 PM, Tomm said:

Seems to me that without some sort of a legitimate process, that article leaves the door open for any Director or group of Directors to simply call for a special executive session, accuse a Director (they may not like) of not performing their duty and kick them off the board with no method of defense or recourse?

I think that could be a concern, yes. Ultimately, it is up to the organization to determine its disciplinary procedures.

On 2/6/2024 at 8:17 PM, Tomm said:

Any reason why a more elaborate process can't be spelled out in the bylaws that conforms more to RONR?

No.

[Atul Kapur]

On 2/6/2024 at 9:17 PM, Tomm said:

Seems to me that without some sort of a legitimate process, that article leaves the door open for any Director or group of Directors to simply call for a special executive session, accuse a Director (they may not like) of not performing their duty and kick them off the board with no method of defense or recourse?

Yes, this is possible, but, despite your denial, it is legitimate because it is the process in your bylaws. The fact that you prefer the process in RONR is irrelevant unless you can convince enough people to change your bylaws.

On 2/6/2024 at 9:17 PM, Tomm said:

Any reason why a more elaborate process can't be spelled out in the bylaws that conforms more to RONR?

No, other than the fact that your organization appears satisfied (with your notable objection) with the current process.

But note that there is no requirement for a more elaborate process. There is no "gap" that must be filled in your bylaws.