Might need a lawyer

[Princess_Mayhem]

Good Morning, I have quite the situation going on and could use some advise on where I stand on how I am utilizing RRONR and if as a board we need to get a lawyer involved. We are a non profit member group with a board. We have an office who is causing some unnecessary challenges. She has thrown out a serious allegation of one of our members is a "known abuser" towards this board member. Now this is the first time this has been brought up while they both have been apart of the club for that past few years. I take this matter very seriously but so I ,as president, wanted to call an executive meeting of board members only to get the details and facts before taking to the general meeting. The officer with the allegations wants to take it straight to the general meeting without stating who the "known abuser" and it could only be 1 of 2 people. Said officer is now declining the invite to the executive meeting because she does not feel it is within the laws by which we are governed by in our state. We have By-Laws and within those By-Laws it states that we are governed by Robert's Rules of order. So i need to know where I stand and what can I do? I feel there is also a conflict of interest between said officer and another board member because the officer is helping them with their taxes. So i feel that there could be a biased opinion. I feel like this officer is holding the board hostage if she isn't willing to follow the rules and i am just unsure on what my rights are as president. 

[Dan Honemann]

On 3/20/2024 at 10:05 AM, Princess_Mayhem said:

Good Morning, I have quite the situation going on and could use some advise on where I stand on how I am utilizing RRONR and if as a board we need to get a lawyer involved. We are a non profit member group with a board. We have an office who is causing some unnecessary challenges. She has thrown out a serious allegation of one of our members is a "known abuser" towards this board member. Now this is the first time this has been brought up while they both have been apart of the club for that past few years. I take this matter very seriously but so I ,as president, wanted to call an executive meeting of board members only to get the details and facts before taking to the general meeting. The officer with the allegations wants to take it straight to the general meeting without stating who the "known abuser" and it could only be 1 of 2 people. Said officer is now declining the invite to the executive meeting because she does not feel it is within the laws by which we are governed by in our state. We have By-Laws and within those By-Laws it states that we are governed by Robert's Rules of order. So i need to know where I stand and what can I do? I feel there is also a conflict of interest between said officer and another board member because the officer is helping them with their taxes. So i feel that there could be a biased opinion. I feel like this officer is holding the board hostage if she isn't willing to follow the rules and i am just unsure on what my rights are as president. 

As President of an organization whose bylaws state that that its proceedings are governed by Robert's Rules of Order, the first thing you need to do is read what is said in Chapter XX concerning disciplinary procedures.  Having done that, if you have any further questions you should feel free to post them here.

[Princess_Mayhem]

On 3/20/2024 at 7:30 AM, Dan Honemann said:

As President of an organization whose bylaws state that that its proceedings are governed by Robert's Rules of Order, the first thing you need to do is read what is said in Chapter XX concerning disciplinary procedures.  Having done that, if you have any further questions you should feel free to post them here.

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

[Dan Honemann]

On 3/20/2024 at 12:09 PM, Princess_Mayhem said:

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

What, exactly, did you do earlier this year when you "tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on". By what authority did you do this?  Did the membership or the board elect this officer to the office which she holds?  Do your bylaws give the board authority to remove her?

 

[Princess_Mayhem]

On 3/20/2024 at 9:25 AM, Dan Honemann said:

What, exactly, did you do earlier this year when you "tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on". By what authority did you do this?  Did the membership or the board elect this officer to the office which she holds?  Do your bylaws give the board authority to remove her?

 

All officers are elected by the membership. Before it was presented Via Email to call a meeting to investigate the wrongdoings of an officer because she was going outside her duties as treasurer and sending out falsified 1099 tax documentation to a member. Even after all the fact finding that no 1099 should have been sent she still refused to amend said documentation so we had to pas that on to our CPA to take care of.  We still have not received information from Treasurer that all proper documentation has been sent to CPA so they can complete our taxes. People on the board were upset because it was put out via email and they didn't think that was appropriate because they felt it should be kept off the internet. So no investigation happened because they felt it wasn't appropriate to call the meeting. I our By-Laws it does not state specifically what the board is allowed to do in this situation, but it does state that "the proceedings of the association shale be governed by and conducted according to the latest edition of Robert's Manual of Parliamentary Rules".

[Dan Honemann]

On 3/20/2024 at 12:55 PM, Princess_Mayhem said:

All officers are elected by the membership. Before it was presented Via Email to call a meeting to investigate the wrongdoings of an officer because she was going outside her duties as treasurer and sending out falsified 1099 tax documentation to a member. Even after all the fact finding that no 1099 should have been sent she still refused to amend said documentation so we had to pas that on to our CPA to take care of.  We still have not received information from Treasurer that all proper documentation has been sent to CPA so they can complete our taxes. People on the board were upset because it was put out via email and they didn't think that was appropriate because they felt it should be kept off the internet. So no investigation happened because they felt it wasn't appropriate to call the meeting. I our By-Laws it does not state specifically what the board is allowed to do in this situation, but it does state that "the proceedings of the association shale be governed by and conducted according to the latest edition of Robert's Manual of Parliamentary Rules".

As best I can determine your board has no authority to take any disciplinary action against this officer, and has not attempted to do so.  It would appear that any disciplinary action will have to be initiated by your membership.

[Princess_Mayhem]

On 3/20/2024 at 10:52 AM, Dan Honemann said:

As best I can determine your board has no authority to take any disciplinary action against this officer, and has not attempted to do so.  It would appear that any disciplinary action will have to be initiated by your membership.

I guess I'm just a bit confused because if the officer is stating an allegation of a known abuser, per chapter XX, 63.2 that would fall under calling an executive meeting to find out information behind the allegation and being told who the allegation is against so we can notify said person so they can prepared to defend themselves on the allegation. But if the officer isnt willing to follow those rules she is hindering the RRONR process.

 

So if Im hearing you correctly before we could proceed with the allegation concern we would have to bring up the wrongdoing of the officer, not following proper procedures, to the membership? And 95% of the time the only people present at the meetings are the board members and officers. Except the last few month the treasurer (accusing officer) has not been present because it is tax season so she has made herself unavailable to the club till after April 15th and unfortunately the rest of the board was OK with that when elections came about in December. 

[Dan Honemann]

Take a look at 62:16 and then check your bylaws to see what they say about terms in office.  You will then know whether your membership can remove this officer from office simply by the adoption of a motion to do so or whether formal disciplinary proceedings will need to be conducted pursuant to the provisions of 63:1-37.

[Princess_Mayhem]

On 3/20/2024 at 1:07 PM, Dan Honemann said:

Take a look at 62:16 and then check your bylaws to see what they say about terms in office.  You will then know whether your membership can remove this officer from office simply by the adoption of a motion to do so or whether formal disciplinary proceedings will need to be conducted pursuant to the provisions of 63:1-37.

In our By Laws it is state, "The term of office for said officers and board positions shall be for one year, January 1-December 31 of that year, and/or until their successors are elected and qualified. 

[Dan Honemann]

On 3/20/2024 at 4:18 PM, Princess_Mayhem said:

In our By Laws it is state, "The term of office for said officers and board positions shall be for one year, January 1-December 31 of that year, and/or until their successors are elected and qualified. 

Well, that presents an interesting question.  Let's see what the regulars on this forum have to say about it.

In any event, it does appear that if any disciplinary proceedings of any kind are to be instituted against an officer, these proceedings will have to be conducted by your membership, not your board.

[Princess_Mayhem]

On 3/20/2024 at 1:26 PM, Dan Honemann said:

Well, that presents an interesting question.  Let's see what the regulars on this forum have to say about it.

In any event, it does appear that if any disciplinary proceedings of any kind are to be instituted against an officer, these proceedings will have to be conducted by your membership, not your board.

I would say that it isn't all super clear and I have learned a lot but am also confused at the same time. 

[Gary Novosielski]

On 3/20/2024 at 12:09 PM, Princess_Mayhem said:

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

The process referred to does not involve a board decision.  Are you sure we're talking about the same process?

[Gary Novosielski]

On 3/20/2024 at 12:09 PM, Princess_Mayhem said:

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

The process referred to in RONR does not involve a board decision.  Are you sure we're talking about the same process?

 

On 3/20/2024 at 4:18 PM, Princess_Mayhem said:

In our By Laws it is state, "The term of office for said officers and board positions shall be for one year, January 1-December 31 of that year, and/or until their successors are elected and qualified. 

Good grief, does it really say and/or ?  I'm afraid your bylaws appear to have been written by lumberjacks or possibly deep-sea fishermen, not parliamentarians. 🙂 

 

[Princess_Mayhem]

On 3/20/2024 at 2:15 PM, Gary Novosielski said:

The process referred to in RONR does not involve a board decision.  Are you sure we're talking about the same process?

 

Good grief, does it really say and/or ?  I'm afraid your bylaws appear to have been written by lumberjacks or possibly deep-sea fishermen, not parliamentarians. 🙂 

 

You would be close. it was written by country urban folk. 

[Princess_Mayhem]

On 3/20/2024 at 2:07 PM, Gary Novosielski said:

The process referred to does not involve a board decision.  Are you sure we're talking about the same process?

That's why i feel this is very confusing because we almost have 2 different situations concerning the same officer. 

1. I have an officer (treasurer) that wants to call out allegations of a "known abuser" towards them personally but doesn't want to share the name of the person or details in an executive session but in a public membership meeting.

2. The officer (treasurer) wants to keep saying that we are governed by Oregon state regulation because we are a non profit when he/she is the one who wanted brought up Roberts rules last year and when are By Laws clearly state we are to follow RRONR. So he/she is refusing to attend the executive meeting to deal with the allegation of known abuser. I don't feel like that needs to be brought up in a public forum without said accused is notified before hand so they can properly represent themselves. 

[Rob Elsman]

On 3/20/2024 at 3:26 PM, Dan Honemann said:

Let's see what the regulars on this forum have to say about it.

Well, it's their rule; let them tell us. 😑

[Josh Martin]

On 3/20/2024 at 9:05 AM, Princess_Mayhem said:

Good Morning, I have quite the situation going on and could use some advise on where I stand on how I am utilizing RRONR and if as a board we need to get a lawyer involved.

For starters, yes, I would strongly advise that your organization seek legal counsel in this matter. To the extent that the advice I provide here conflicts with the advice you receive from legal counsel, I would advise listening to your legal counsel.

On 3/20/2024 at 3:26 PM, Dan Honemann said:

Well, that presents an interesting question.  Let's see what the regulars on this forum have to say about it.

I think we have wrestled over "and/or" before and not come to any firm conclusions on that issue. It is ultimately an ambiguous provision and it will be up to the organization to interpret it. It may be there is something elsewhere in the bylaws which sheds light on whether it was the society's intent to permit officers to be removed without formal disciplinary procedures.

On 3/20/2024 at 3:35 PM, Princess_Mayhem said:

I would say that it isn't all super clear and I have learned a lot but am also confused at the same time. 

For starters, there is no doubt in my mind, based upon the facts presented, that only the membership has the authority to remove this person from office. The authority to remove an officer resides with the same assembly that elected the officer to begin with, unless the bylaws or applicable provide otherwise, and it doesn't sound like the bylaws do provide otherwise. Questions regarding applicable law should be directed to legal counsel.

The question is how the membership may remove the officer.

To be clear, the reason why "and/or" poses a problem is as follows:

"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, emphasis added

That is, RONR provides that if the bylaws state that officers serve "or until their successors are elected," then an officer may be removed simply by making a motion to remove the officer. If previous notice is given that such a motion will be introduced, a majority vote is sufficient for adoption. If previous notice is not given, then a 2/3 vote, or a vote of a majority of the entire membership is required for adoption.

On the other hand, if the bylaws state that officers serve "and until their successors are elected," then an officer may only be removed through the formal disciplinary procedures in Section 63. Those procedures should be read in their entirety before proceeding, but generally, they involve appointing an investigative committee, voting to prefer charges based upon that committee's recommendation, holding a formal trial, and then finally voting on the question of guilt and the penalty, such as removal from office. In the end, only a majority vote is required for removal from office, but it's a long road to get there.

Your organization, however, states that officers serve "and/or until their successors are elected." So, that causes some problems, and the organization will have to interpret its rules to determine which of these procedures is applicable.

On 3/20/2024 at 5:16 PM, Princess_Mayhem said:

That's why i feel this is very confusing because we almost have 2 different situations concerning the same officer. 

1. I have an officer (treasurer) that wants to call out allegations of a "known abuser" towards them personally but doesn't want to share the name of the person or details in an executive session but in a public membership meeting.

2. The officer (treasurer) wants to keep saying that we are governed by Oregon state regulation because we are a non profit when he/she is the one who wanted brought up Roberts rules last year and when are By Laws clearly state we are to follow RRONR. So he/she is refusing to attend the executive meeting to deal with the allegation of known abuser. I don't feel like that needs to be brought up in a public forum without said accused is notified before hand so they can properly represent themselves. 

Regardless of the procedures to be used, it is strongly recommended that all meetings on this matter should be held in executive session. Even meetings of the membership on this matter should be held in executive session, so that the information at least remains within the membership. The reason for this is both to protect the reputation of the accused and to avoid landing the organization in legal trouble.

"If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society's judgment of his fitness for membership or office." RONR (12th ed.) 63:3

I wish to be clear - I take no position on the allegations themselves or whether the officer should be removed from office. That is a question for the organization to decide for itself, as the organization will be in a better position to review the facts of the situation.

Finally, as to the references to "Oregon state regulation," questions concerning what those rules provide in this matter should be directed to legal counsel.

Edited March 22, 2024 at 04:56 PM by Josh Martin

[Princess_Mayhem]

On 3/22/2024 at 9:54 AM, Josh Martin said:

For starters, yes, I would strongly advise that your organization seek legal counsel in this matter. To the extent that the advice I provide here conflicts with the advice you receive from legal counsel, I would advise listening to your legal counsel.

I think we have wrestled over "and/or" before and not come to any firm conclusions on that issue. It is ultimately an ambiguous provision and it will be up to the organization to interpret it. It may be there is something elsewhere in the bylaws which sheds light on whether it was the society's intent to permit officers to be removed without formal disciplinary procedures.

For starters, there is no doubt in my mind, based upon the facts presented, that only the membership has the authority to remove this person from office. The authority to remove an officer resides with the same assembly that elected the officer to begin with, unless the bylaws or applicable provide otherwise, and it doesn't sound like the bylaws do provide otherwise. Questions regarding applicable law should be directed to legal counsel.

The question is how the membership may remove the officer.

To be clear, the reason why "and/or" poses a problem is as follows:

"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, emphasis added

That is, RONR provides that if the bylaws state that officers serve "or until their successors are elected," then an officer may be removed simply by making a motion to remove the officer. If previous notice is given that such a motion will be introduced, a majority vote is sufficient for adoption. If previous notice is not given, then a 2/3 vote, or a vote of a majority of the entire membership is required for adoption.

On the other hand, if the bylaws state that officers serve "and until their successors are elected," then an officer may only be removed through the formal disciplinary procedures in Section 63. Those procedures should be read in their entirety before proceeding, but generally, they involve appointing an investigative committee, voting to prefer charges based upon that committee's recommendation, holding a formal trial, and then finally voting on the question of guilt and the penalty, such as removal from office. In the end, only a majority vote is required for removal from office, but it's a long road to get there.

Your organization, however, states that officers serve "and/or until their successors are elected." So, that causes some problems, and the organization will have to interpret its rules to determine which of these procedures is applicable.

Regardless of the procedures to be used, it is strongly recommended that all meetings on this matter should be held in executive session. Even meetings of the membership on this matter should be held in executive session, so that the information at least remains within the membership. The reason for this is both to protect the reputation of the accused and to avoid landing the organization in legal trouble.

"If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society's judgment of his fitness for membership or office." RONR (12th ed.) 63:3

I wish to be clear - I take no position on the allegations themselves or whether the officer should be removed from office. That is a question for the organization to decide for itself, as the organization will be in a better position to review the facts of the situation.

Finally, as to the references to "Oregon state regulation," questions concerning what those rules provide in this matter should be directed to legal counsel.

Thanks for all the info Josh. that does clear some things up. On the executive sessions: I thought executive sessions or meetings were for board members only not general membership. How can you keep sensitive information from circulating if you are allowing the whole membership in an executive session? 

If a vote is put into play to remove said officer, Is it 2/3 vote of those members present at time of meeting or does a ballot need to go out to current members? We never get but maybe 2 or 3 members at a meeting and we had about 80 members last year when officers are voted in but current only have about 20 that have renewed their dues. 

[Josh Martin]

On 3/25/2024 at 5:59 PM, Princess_Mayhem said:

On the executive sessions: I thought executive sessions or meetings were for board members only not general membership.

Your thought is mistaken. Any assembly or committee may meet in executive session.

On 3/25/2024 at 5:59 PM, Princess_Mayhem said:

How can you keep sensitive information from circulating if you are allowing the whole membership in an executive session? 

The purpose of executive session is to keep the information confidential within the assembly or committee that is meeting in executive session.

So if the board meets in executive session, then the information must remain confidential within the board. If the membership meets in executive session, the information must be kept confidential within the membership. Members are prohibited from sharing the information with persons who are not members of the society. To be clear, information may be shared with persons who are members but who were not present.

It may well be that there are practical difficulties with enforcing confidentiality in a larger group (although based on the information below, perhaps not that much larger), but the fact remains that any assembly or committee, regardless of size, is free to meet in executive session.

In the long run, if it is desired to have these matters be handled by the board, the bylaws would need to be amended to grant the board authority in these matters.

On 3/25/2024 at 5:59 PM, Princess_Mayhem said:

If a vote is put into play to remove said officer, Is it 2/3 vote of those members present at time of meeting or does a ballot need to go out to current members? We never get but maybe 2 or 3 members at a meeting and we had about 80 members last year when officers are voted in but current only have about 20 that have renewed their dues. 

Well, there's a lot going on here.

To the extent that the assembly determines that the appropriate procedures are a simple motion to remove an officer, as if the bylaws said "or until a member is removed," the 2/3 vote requirement refers to 2/3 of members present and voting. Similarly, the majority vote requirement (if previous notice is given; or if the assembly determines that formal disciplinary procedures and a formal trial are required) refers to a majority of members present and voting. (There is also an alternative of a majority of the entire membership, but that seems very unlikely to be obtained.)

Absentee voting is not permitted unless authorized by your bylaws or applicable law. To the extent it is permitted, you will have to look to your own rules to determine in what circumstances such votes are required (or at least permitted).

You also say "We never get but maybe 2 or 3 members at a meeting and we had about 80 members last year when officers are voted in but current only have about 20 that have renewed their dues." This statement raises a few concerns.

I would first note that, to the extent that the board members are themselves members of the society (which is generally the case), the board members retain their status as members and their right to vote during meetings of the membership. So when you say that you typically have only two to three members at a meeting, are you including board members in that total?

As to the fact that only 20 members have renewed their dues, members who are delinquent in their dues retain their status and rights as members, unless the bylaws provide otherwise.

Finally, I would note that the membership cannot take any action at a meeting (including removing a board member from office) unless a quorum is present. What, if anything, do your bylaws say in regards to quorum for meetings of the membership?

Edited March 25, 2024 at 11:18 PM by Josh Martin

[Princess_Mayhem]

Yes to clarify It is normally all board members and 2-3 active members at our regular general meetings. Board members consist of President, vice president, secretary, treasurer( when she shows up), 6 additional board members. 

[Josh Martin]

On 3/25/2024 at 6:39 PM, Princess_Mayhem said:

Yes to clarify It is normally all board members and 2-3 active members at our regular general meetings. Board members consist of President, vice president, secretary, treasurer( when she shows up), 6 additional board members. 

Okay. In that event, it would appear the total attendance at a meeting of the membership is 11 to 13. To the extent this constitutes a quorum, the members present could act on matters including removal of a board member.