Removal of Board or Powers

[ccmmra]

Our organization has put in place a permanent board about 19 years ago to protect an over throw of the organizations meaning and goals. Our organization is made up of the following

5 elected officers

5 elected board members

7 permanent board members

The permanent board members must have been club members for 8 years and are only nominated and voted on by the other permanent board members. They serve for life or until a resignation is tendered.

The problem is the organization is being run by this board and their interests are not that of the club. In 2006 the club and permanent board vote to take out loan for a new building which was needed. The organization has paid off half of the loan in the last 4 years, but has had enough to pay off the whole loan. The permanent board has made decision and gone with them without club approval. They have also suspended members who have voiced out against things in the organization. The permanentboard has no power that power was left to the elected board.

The board has the following power :

Duties of the Board of Directors: The Board of Directors will effect major policy and advise the President in matters concerning the growth of the association.

They will maintain the money market account and require two signatures to remove money.

They will make all major track, money, or facility decisions.

Upon suspension, the suspended member may take the case before the Board of Directors. The Board of Directors has the power to uphold the suspension or revoke the suspension.

The problem is the board has to much power and has over step its bounds on numerous occasions, this being said the above is written into our by – laws which have not been followed since 2007 except when electing officers. Therefore I am wondering two things

1 Can we amend the by-laws to remove some of their power ?

2 How can we remove board members that have not held the organizations interest in good faith?

I believe we could change the by-laws to accomplish are goal, but the permanent board will want to be involved and I would like to call for an executive session and be able to have them leave so that this business can be done. It is in the best interest of the organization. The President feel like he has no power as well.

[Kim Goldsworthy]

1 Can we amend the by-laws to remove some of their power ?

2 How can we remove board members that have not held the organizations interest in good faith?

1. Unknown. Read your bylaws for the METHOD OF AMENDMENT. It might be that you cannot. But only your bylaws know for sure.

2. Yes. The Book does have a chapter on DISCIPLINE which allows for removal of officers from office. But the detail is too much to type. Consult F.A.Q. #20. Consult Chapter XX in RONR.

[Gary Novosielski]

The problem is the organization is being run by this board and their interests are not that of the club.

I guess it was a bad idea to give them so much power. Who could have predicted that power would corrupt? Shocking, shocking.

The problem is the board has to much power and has over step its bounds on numerous occasions, this being said the above is written into our by – laws which have not been followed since 2007 except when electing officers. Therefore I am wondering two things

1 Can we amend the by-laws to remove some of their power ?

2 How can we remove board members that have not held the organizations interest in good faith?

I believe we could change the by-laws to accomplish are goal, but the permanent board will want to be involved and I would like to call for an executive session and be able to have them leave so that this business can be done. It is in the best interest of the organization. The President feel like he has no power as well.

Why would the board need to leave? Are they not members of the general assembly of the society? If so, they would have the right to be present and to vote on bylaws changes the same as other members. But they would have no power whatsoever at a meeting of the assembly, other than their individual votes. The board has authority to control the business of the meeting only during meetings of the board. During meetings of the assembly, it is the assembly that is in control.

If they try to monkey around and improperly influence the process, have someone make a point of order that their actions are not in order. The president can then rule that the point is well taken, and that the board members should take their seats and refrain from further interruptions.

Sounds like a fair amount of power right there.

[hmtcastle]

The permanent board has no power that power was left to the elected board.

How many boards do you have?

I'll assume there's just one board with seventeen members. Seven are "permanent" (life) members, five are elected members, and five are ex-officio members by virtue of being officers of the association.

So, firstly, it looks like the permanent members are in the minority on the board.

Secondly, as long as the general membership retained the right to amend the bylaws, it can amend the board right out of existence.

[Josh Martin]

Our organization has put in place a permanent board about 19 years ago to protect an over throw of the organizations meaning and goals... The problem is the organization is being run by this board and their interests are not that of the club.

Well, that plan backfired.

1 Can we amend the by-laws to remove some of their power ?

Probably. You'll need to check your Bylaws to be sure, but the power to amend the Bylaws is generally reserved for the general membership.

2 How can we remove board members that have not held the organizations interest in good faith?

See FAQ #20.

I believe we could change the by-laws to accomplish are goal, but the permanent board will want to be involved and I would like to call for an executive session and be able to have them leave so that this business can be done.

Since the permanent board members are also members of the organization, they cannot be removed from the meeting (unless they become disruptive - see RONR, 10th ed., Ch. XX). Just remember that they have no more power than any other members at a meeting of the general membership and things should be fine. Besides, wouldn't it be more gratifying to have them watch while you amend the Bylaws to abolish the permanent board? I know I would enjoy that.