Removing Board Members

[Linda Preston]

Several elected board members have taken upon themselves to amend a set of range rules that are part of our club's bylaws. Our bylaws specifically state that any changes to the bylaws must come before general membership. The rules were adopted by the board at their monthly meeting. The new rules were sent out via email to the membership and will become effective March 31. The new rules appear to be directed at specific members of the club. The dismissal of board members in our bylaws says to follow Roberts Rules Revised. What is the best way to handle this? Thanks.

[Josh Martin]

On 3/26/2024 at 6:32 PM, Linda Preston said:

Several elected board members have taken upon themselves to amend a set of range rules that are part of our club's bylaws. Our bylaws specifically state that any changes to the bylaws must come before general membership. The rules were adopted by the board at their monthly meeting. The new rules were sent out via email to the membership and will become effective March 31. The new rules appear to be directed at specific members of the club. The dismissal of board members in our bylaws says to follow Roberts Rules Revised. What is the best way to handle this? Thanks.

I take it your question is how to remove board members, and I understand your bylaws have no rules on that subject.

If that is correct, please quote exactly what your bylaws say regarding the term of office for board members. There are two different procedures in RONR for removal of board members, depending on the language used for the term of office.

[Linda Preston]

On 3/26/2024 at 5:41 PM, Josh Martin said:

I take it your question is how to remove board members, and I understand your bylaws have no rules on that subject.

If that is correct, please quote exactly what your bylaws say regarding the term of office for board members. There are two different procedures in RONR for removal of board members, depending on the language used for the term of office.

Section 6 - Elections and terms of office - Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting. Officer and director candidates must be members in good standing, not having been previously dismissed for cause. Club officer and director candidates must have attended and participated in at least one competitive event held at the FLMLC range during the prior year. Only members in good standing may vote for candidates, individual members have one (1) vote and family memberships have one (1) vote.

Section 7 - Removal - Officers and Directors may be removed as prescribed in “Robert’s Rules of Order”, Revised.

[Joshua Katz]

While you're working on that, let's be clear that they may purport to have changed your bylaws, but they have not actually done so if they did not follow the rules for doing so. Raise a point of order when appropriate at a meeting, and have people prepared to appeal and to second that appeal.

[Gary Novosielski]

On 3/26/2024 at 7:52 PM, Linda Preston said:

Section 6 - Elections and terms of office - Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting. Officer and director candidates must be members in good standing, not having been previously dismissed for cause. Club officer and director candidates must have attended and participated in at least one competitive event held at the FLMLC range during the prior year. Only members in good standing may vote for candidates, individual members have one (1) vote and family memberships have one (1) vote.

Well, it's called Elections and terms of office but it doesn't say anything about the terms of office?  How do you know when the terms expire?

[Josh Martin]

On 3/26/2024 at 6:52 PM, Linda Preston said:

Section 6 - Elections and terms of office - Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting. Officer and director candidates must be members in good standing, not having been previously dismissed for cause. Club officer and director candidates must have attended and participated in at least one competitive event held at the FLMLC range during the prior year. Only members in good standing may vote for candidates, individual members have one (1) vote and family memberships have one (1) vote.

I concur with Mr. Novosielski that these facts seem incomplete. Are you sure there isn't more on this subject elsewhere in the bylaws? The sentence "Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting." suggests that the terms of some directors are expiring, and others are not, but does not give facts about which is which.

Are perhaps the terms of office defined in the sections for particular officers and for directors?

The reason why this is important is because there are two different removal procedures in RONR.

"How can we get rid of officers we don't like before their term is up?

It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer’s] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR.

On the other hand, if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]" FAQ #20

Based on the limited facts presented at this time, I would lean toward the fixed term/formal disciplinary procedures option, but it's possible there's more in your bylaws on this question.

On 3/26/2024 at 6:52 PM, Linda Preston said:

Section 7 - Removal - Officers and Directors may be removed as prescribed in “Robert’s Rules of Order”, Revised.

Not that it makes a huge difference, but I would suggest revising this section to one of the following alternatives:

"Officers and Directors may be removed as prescribed in the current edition of Robert's Rules of Order Newly Revised."

"Officers and Directors may be removed as prescribed in the parliamentary authority."

You should also have a section somewhere in the bylaws that looks like this, so RONR can be referred to as the "parliamentary authority" rather than as RONR if it's referred to in other places in the bylaws.

"Article #
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."

Or even better, you might want to use one of these alternatives for this section, so it's clear which removal procedure in RONR you're referring to.

• "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority."
• “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.”