Can a director be excluded from a meeting

[CGB2008]

Several questions here.

Under what circumstances can a director be excluded from a board meeting or part of a board meeting.

At the club to which I belong, if a complaint is made against a director, that director is asked to leave the board meeting while that issue is dealt with. There are many examples over the years some valid, some not so.

Example, an election is held, the challenger makes a speech that the incumbent does not like, it basically states the incumbents acheivements or lack thereof over the past term and then what the challenger would do different. When given the chance to rebut, the incumbent makes a few vague statements, does not address the issues, and sits down. The incumbent is defeated. The incumbent later sends a letter to the board seeking redress. No one at the meeting raised any issues with the speech.

The board desires to exclude the newly elected board member from the discussion of how to address this issue. Is this proper? Does this not amount to secret trial of the newly elected board member in private for actions that were taken in public at the AGM and not objected to at the time?

In general, under what circumstances can a member be excluded? What is an illegal exclusion?

Thanks

[Josh Martin]

Under what circumstances can a director be excluded from a board meeting or part of a board meeting.

The member may be excluded only if his rights of membership have been appropriately suspended through disciplinary procedures, or a member has been excluded by virtue of a provision in the Bylaws. See RONR, 10th ed., Ch. XX for more information.

At the club to which I belong, if a complaint is made against a director, that director is asked to leave the board meeting while that issue is dealt with. Is this proper?

This is highly improper unless it is in accordance with a customized disciplinary procedure in your organization's Bylaws. If your Bylaws are silent regarding disciplinary procedures, the proper procedures to follow are in RONR, 10th ed., Ch. XX. The complaint, in and of itself, is not sufficient to deprive a member of the basic right to attend meetings.

Does this not amount to secret trial of the newly elected board member in private for actions that were taken in public at the AGM and not objected to at the time?

Well, the member could still be subjected to disciplinary procedures for his actions (although from the facts provided, I doubt such an effort will be successful), but such authority rests with the general membership, not the board, unless your Bylaws suggest otherwise. The fact that the actions were not objected to at the time does not preclude disciplinary action, but in my opinion, the assembly would now have to follow the much more lengthy procedures for actions occurring outside of a meeting.

In general, under what circumstances can a member be excluded?

If a member's rights have been suspended due to disciplinary action, or a member has been excluded by virtue of a provision in the Bylaws. RONR largely does not concern itself with the reasons a member may be subjected to disciplinary action, but rather with the appropriate procedures to follow. See RONR, 10th ed., Ch. XX for more information.

What is an illegal exclusion?

Any situation other than a member who's rights have been suspended due to disciplinary action, or a member who is excluded by virtue of a provision in the Bylaws.