Special Board Meetings

Started by CindyT4 • 16 replies • 1805 views

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CindyT4 (Michigan)
Posts: 27

Posted:

Our President has called a Special Meeting of the Board to remove me as Secretary/Treasuer. He specifically states that only Board members can attend the Special Meeting. Is this within proper parlimentary procedure?

CarolR11 (Colorado)
Posts: 2,563

Posted:

Did you ask us this question previously, Cindy? Or was it a similar question?

Boards can usually remove officers from their officer positions on the Board. A majority vote of directors would do it.

But it depends on what your Bylaws say, or perhaps some other governing doc.

Usually such an attempt would occur in executive session. A "special meeting of the board" is generally open to the entire membership. But what do your docs say??

If your docs are silent, you probably have to look at your state's laws, perhaps corporation code.

If that also is silent, then and only then, would you see if there's anything in "parliamentary procedure" about the topic. And that might mean looking at Robert's Rules of Order if that's what your Board uses.

CindyT4 (Michigan)
Posts: 27

Posted:

Carol -

You have a good memory, I have asked a few questions regarding this subject. Difference this time is that I received a letter from our President calling a special meeting to remove ME from my position as Secretary/Treasurer. We have not seen eye to eye on several issues since both of us were elected in June. I beleive he wants me removed because he does not like the way I scrutinize the budget, our records and my strong stance on enforcement of our Associations deed restrictions.

Our Bylaws are silent on the right of Co-owners to attend a Special Meeting of the Board. I will check out Non-Profit Corporate Law, State of Michigan, next.

Thank you for your reply.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Typically, Officers are appointed by the Board and may be removed by a majority vote of the Board.

NOTE: Officers and Directors are two different things. Even if removed as an Officer, you would still be a Director and have a vote. You just wouldn't have to perform the Secretary or Treasure duties.

Directors elected by the membership may only be removed by the membership.
Directors appointed by the Board (typically to fill a vacancy) may be removed by the board.

CindyT4 (Michigan)
Posts: 27

Posted:

OK. Let me recap what I think I understand...since the Board elected Officers at its first meeting after our election by the general membership we were all Directors up to that point. And, if removed from my officer duties of treasurer and secretary I still sit as a director elected by the membership....to remove a diretor from the Board entirely would call for a membership vote, not just the Board?

I have perused the Michigan Non-Profit Corporation Law, it is silent on whether or not the President can bar co-owners from attending a Special Board Meeting, as are our Bylaws. Can anyone point me to Robert's Rules on the subject of whether or not co-owners (shareholders) can be barred from a Special Board Meeting?

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Cindy,

I am not sure whom you are referring to by the term, "co-owners."

However, there is nothing in Roberts Rules that specifically addresses your situation. Roberts Rules says only that the president cannot unilaterally bar any member of the assembly that is meeting from attending the meeting. That is, the president cannot bar a director from attending a meeting of the board of directors. However, the assembly can vote to bar one of its members from a meeting if the member becomes disruptive.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Cindy,

As I understand it:

Per your thread of 25 Aug, elections were recently held and you were elected/reelected to the board as a Director.

You are currently serving as Secretary/Treasurer.

The President and/or other members of the Board has called a special meeting to discuss/reassign officer appointments.

Expecting that I am understanding this correctly, I have the following comments:

Section 450.2511 of the MI NonProfit Corporation Act discusses removal of Directors. This statute defers to the Association Governing Documents. If the Documents are silent on removal of Directors, then a Director elected by the membership may only be removed by the membership.

Section 450.2535 of the same act, discusses removal of Officers. Per that section: "(1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders or members may be removed, with or without cause, only by vote of the shareholders or members. The authority of the officer to act as an officer may be suspended by the board for cause."

Officers and Directors are two different positions. Typically, Officers are appointed from amongst the elected Directors. When this happens, the individual is actually doing two jobs/wearing two hats. If the duties of one of the jobs is taken away, you must still fulfill the other job (unless you resign or they take both jobs away).

Section 450.2511 of the act discusses removal of Directors. This section also defers to your governing documents. If your governing documents are silent on removal of Directors, then per this act if the membership elected it requires a vote of the membership to remove.

Special meetings of the Board, just like special meetings of the membership, are meetings held between regularly scheduled meetings to discuss issues that could not wait for the regular meeting to be held. UNLESS the entire meeting is deemed an executive session, if members are typically allowed to attend regular board meetings, members may also attend special meetings of the Board.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Cindy

If the BOD appointed you to that position on the BOD, then they can remove you from that position. BOD Elections are usually held in Executive Session so it seems to me that all they have to do is go into Executive Session and vote to remove you form the position.

If elected Sec/Trea by the BOD, the BOD can remove you from that position.

If elected Sec/Trea by the owners, you can only be removed by the owners.

If removed as Sec/Trea by the BOD, you will still be a member of the BOD but no longer an Officer of the BOD.

Cindy, I do not think the type of meeting much matters. If "The BOD" wants you out as Sec/Trea, chances are very good that you will be out.

CindyT4 (Michigan)
Posts: 27

Posted:

Firstly, thank you, everyone for your replies.

I get it, I am going to be removed if this President can get 3 of the 5 members to agree with him, which is probably possible. But as a continuing Director on the Board I still am an advocate of proper protocol being followed.

Tim pointed out that the Board has a right to an Executive Session that excludes the co-owners (shareholders) from attending but, since our documents are silent on the issue, if co-owners normally are allowed to attend regular board meetings, it would follow that they would be able to attend a special board meeting. The meeting notice specifically states "Special Board Meeting of the Board of Directors" and was accompanied by a cover letter stating "This will be a closed meeting for the Board Members, Property Manager and Recording Secretary." Does stating that the special board meeting is closed make it an executive session?

Beyond that, I have another question. The notice was given properly, by mail, 3 days notice, etc. This President knew that one of the directors would be out of town. It happens to be the director that is not in support of his action. The bigger issue is that I cannot attend as I have a family reunion that day. In our Bylaws it state that "The officer who is proposed to be removed shall be given an opportunity to be heard at the meeting." What do I do to postpone the meeting to a day when I can attend?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By CindyT4 on 08/27/2012 7:39 AM

Does stating that the special board meeting is closed make it an executive session?

Yes.
Discussing personnel matters or voting for officers would be an appropriate topic for an executive session.

Quote:

Posted By CindyT4 on 08/27/2012 7:39 AM

In our Bylaws it state that "The officer who is proposed to be removed shall be given an opportunity to be heard at the meeting." What do I do to postpone the meeting to a day when I can attend?

Being given an opportunity is appropriate.
Failure to attend doesn't prevent them from providing an opportunity - you just could not attend and therefore, did not take advantage of that opportunity.

Have you simply asked if the meeting can be postponed due to other commitments keeping you from attending?

CindyT4 (Michigan)
Posts: 27

Posted:

Tim - I just emailed the Board requesting a postponement. Thank you for your clarifications. They are priceless in helping me keep things in perspective. Cindy

TimB4 (Tennessee)
Posts: 21,059

Posted:

Cindy,

Do you know if the Board understands that an Officer and a Director are two different things?

If they do not, you might have another issue to settle if they think that they are voting you off the board. However, I would wait until the vote is finalized before bringing the issue up. Perhaps simply responding to the notification of results that although you disagree with the decision you understand that it is the right of the Board to appoint Officers and you will certainly abide by that decision. That you will continue to strive to fulfill your obligations as a Director and look forward to continue working with them.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Cindy

Tough love here but it seems you fight them at every turn, for every inch, about everything even when the end is almost inevitable. Might this is why they want you out of that position?

Could it be you are more the problem then the solution?

Of course you could be right and the majority of them are wrong.

CindyT4 (Michigan)
Posts: 27

Posted:

John - Your admonition is duly noted. I have done my share of 'soul-searching' and stand by my intent, it is not to be a 'ball-buster' but rather to help steer our community's Association away from rampant spending, sloppy record keeping and selective enforcement of our Bylaws. Thanks for your input.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Cindy

You will have as much power as a non-officer, BOD member as most officers do. Use it.

Hope this helps.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Cindy,

My thinking on closed meetings is that they are called to protect the "defendant" and not the board. Interesting interpretation by your president - tough enough to attempt your dismissal but won't do it in public if you want a public airing. You should be given that choice.

Even in executive session, don't votes have to be public while the debate is "executive?" I can't remember.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Kelly,

If I recall, the vote for Officers is the only vote a board member has that can be secret.

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