Recall of Directors

[acc]

Hi all,

So a very difficult situation has arisen where the entire Board of Directors of my small HOA is being being considered for recall.

According to our Bylaws, Officers are Directors, but not all Directors are Officers. A majority of the community wasn't specific whether it was to remove the title of Officer or Director but I think it's a safe bet they mean "yes" (both). And all 3 Directors are to be considered.

My question is, can a Motion to Suspend the Rules be made to get the Chair? In addition to a copy of RONR (and RONR in Brief), I have 2 books on Roberts Rules that give a conflicting opinion on this: one says yes, one says no. I think, however, our Bylaws, which state the following, prevent this, where it says the President "shall preside at all meetings," the word "preside" being key: the president is an authority at any meeting and as such shall Chair them all.

Quote

The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have powers of general supervision, direction and control of the business and affairs of the Association. He or she shall preside at all meetings of the members and of the Board of Directors. He or she shall be an ex officio member of all the standing committees, including the executive committee, if any, shall have the general powers and duties of management usually vested in the office of president of a nonprofit corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

 

Edited April 13, 2024 at 12:10 AM by acc

[Joshua Katz]

I think the bylaw provision saying the president shall preside at all meetings is in the nature of a rule of order and may be suspended. Feel free to ignore the other two books and follow what is in RONR as far as suspending the rules to allow someone else to preside, which takes a 2/3 vote.

[Gary Novosielski]

Agreeing with @Joshua Katz, a rule which states who "presides at all meetings" is in the nature of a rule of order and suspendible by a two thirds vote. 

 

62:13
Any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can remain in effect, at most, for one session. (See 8:12, 8:16.) Therefore, in order to prevent the regular presiding officer from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions. Moreover, since Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules” (25:1, emphasis added), the motion cannot be used to remove from the presiding officer (even temporarily) any administrative duties—those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. (Cf. 47:20.)

 

[Josh Martin]

On 4/12/2024 at 7:09 PM, acc said:

My question is, can a Motion to Suspend the Rules be made to get the Chair? In addition to a copy of RONR (and RONR in Brief), I have 2 books on Roberts Rules that give a conflicting opinion on this: one says yes, one says no. I think, however, our Bylaws, which state the following, prevent this, where it says the President "shall preside at all meetings," the word "preside" being key: the president is an authority at any meeting and as such shall Chair them all.

A motion to Suspend the Rules and remove the Chair from the presiding officer is in order. Indeed, such a motion is in order even if the bylaws provide that the Chair shall preside at all meetings, because such a rule is in the nature of a rule of order, and may therefore be suspended.

Whatever book you're reading that says "no" is wrong. RONR itself (which is the authority on this matter) provides that such a motion is in order, even with a bylaw provision like the one you describe.

"If the chair is not an appointed or elected chairman pro tem, a motion to declare the chair vacant is not in order. However, a motion can be made to Suspend the Rules so as to take away from him the authority to preside during all or part of a given session. When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described in 43:29, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker.

Any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can remain in effect, at most, for one session. (See 8:12, 8:16.) Therefore, in order to prevent the regular presiding officer from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions. Moreover, since Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules” (25:1, emphasis added), the motion cannot be used to remove from the presiding officer (even temporarily) any administrative duties—those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. (Cf. 47:20.)" RONR (12th ed.) 62:12-13

"This is true even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order, which may be suspended even if in the bylaws. See 2:21." RONR (12th ed.) 62:12n5