New officer election.

[Guest Guest cheyanne95]

We have had an uproar in our small circuit. Both our 1st VP and Treasurer have stepped down. A treasurer was brought as a suggestion by the president to the board but never officially brought to vote. The VP candidate was never brought to the board either. As of now, the president is calling for a private vote from members for election of the new officers. 
 

we the remaining board were never included in an actual vote for the treasurer or 1st VP. 
 

our president is essentially running the club as she sees fit. 
 

I will attach our bylaws, but my question, can they vote via private to the president and is there a way to remove her. 

[Josh Martin]

On 3/6/2024 at 12:33 PM, Guest Guest cheyanne95 said:

can they vote via private to the president

All voting must occur at a regular or properly called meeting with a quorum present, unless otherwise provided in the bylaws. Based upon a cursory review of the bylaws, no such authorization appears to exist in the bylaws. So I would say "no," based upon the facts provided.

On 3/6/2024 at 12:33 PM, Guest Guest cheyanne95 said:

is there a way to remove her. 

Yes, I think there are a few potential paths to remove the President:

The bylaws do not appear to provide their own removal mechanism for officers. They provide that officers serve for two years "and/or until their successors are elected." This is somewhat problematic, as RONR provides a different removal mechanism depending on whether the bylaws use "and until their successors are elected" or "or until their successors are elected." The use of "and/or" renders the provision ambiguous. It will ultimately be up to the organization to interpret its own bylaws.

If the organization interprets this as equivalent to "and until their successors are elected," then the President may be removed, but only through formal disciplinary procedures. This is quite lengthy, and RONR (12th ed.) Section 63 should be read in its entirety before proceeding.

If the organization interprets this as equivalent to "or until their successors are elected," then the President may be removed by a 2/3 vote, or by a majority vote with previous notice, or by a vote of a majority of the entire membership, any of which will suffice.

In either of these cases, since the membership elects the President, only the membership may remove the President.

In the alternative, there appears to be another indirect way to remove the President. The bylaws provide that the Executive Committee may expel a member from the organization by a 2/3 vote of the members present, with previous notice, and with the person to be expelled permitted to appear on his/her behalf. The bylaws also provide that only a member of the organization may serve as President. As a consequence, removing the person from the organization will also remove the person from the office of President.

It may also be advisable to consult an attorney before proceeding, especially if the President is known to be of a litigious nature.

In the long run, the organization may wish to amend its bylaws to provide its own procedures for removal.