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DonaldM3 (South Carolina)
Posts: 132
Posted:
As Secretary, I posted the board approved minutes from July’s meeting on the community bulletin board this afternoon. Contained within the minutes was the following motion (three paragraphs):

XXX XX moved, By the authority given the Board of Directors in our BY-LAWS, Article III, Section 7, I move that YYY YY be removed as a member of the Happy Community Board of Directors. ZZZ Z seconded the motion.

With no forthcoming discussion, AAA called for the vote; the motion carried unanimously.

AAA announced that YYY YY is hereby removed from the Board of Directors for the reasons stated prior.

Late this afternoon the board members received the following email from the MC:

YYY YY just called the office and is demanding that the BOD remove her name from the bulletin board postings (ie minutes or whatever is there with her name on it).

What actions, if any, should we take regarding this demand?
JohnB26 (South Carolina)
Posts: 1,569
Posted:
none ... the minutes are available to any member under most not-for-profit corporate law
SusanW1 (Michigan)
Posts: 5,202
Posted:
USUALLY, this action would have been discussed and voted on in Executive Session. (discipline, legal and staff issues are ES issues). Then, an appointment could have been made to fill the vacancy.

The minutes might then read:
Results of ES meeting: Mary Smith was removed from the board by unanimous vote. Joan Jones was appointed to the board by a vote of 5 to 2.

MicheleD (Kentucky)
Posts: 4,491
Posted:
Well, Susan, that still leaves her name on the bulletin board.
MichaelK11 (Texas)
Posts: 432
Posted:
Quote:
Posted By SusanW1 on 08/14/2009 7:59 PM
USUALLY, this action would have been discussed and voted on in Executive Session. (discipline, legal and staff issues are ES issues). Then, an appointment could have been made to fill the vacancy.

The minutes might then read:
Results of ES meeting: Mary Smith was removed from the board by unanimous vote. Joan Jones was appointed to the board by a vote of 5 to 2.


This sounds cleaner and simpler. It states what is necessary to inform the reader more efficiently and with less repetition of the person's name.

You could restate the minutes in this manner as a concession. Politically this may be more effective than just wording it this way to begin with. It presents a courtesy and a concession. If you still get complaints after that, then you can say, "We did our best to be conciliatory and sensitive, when we learned she was offended" in addition to, "We have to present these events in the minutes; we cannot keep things secret every time someone doesn't like what happened."
MicheleD (Kentucky)
Posts: 4,491
Posted:
But Michael, that's actually the way minutes are SUPPOSED to be written.

Simply listing the motions and the final results.

Too many people are under the mistaken impression that board minutes should be transcripts, or even summaries of some kind.

They should not.

MicheleD (Kentucky)
Posts: 4,491
Posted:
Oh, and her "complaint" was that her name was used and is on the bulletin board.

I can see no way to accurately convey the minutes without using her name.

Simply refer to the motion as a motion for "one board member" to be removed?

That's not appropriate.

DonaldM3 (South Carolina)
Posts: 132
Posted:
How about instead of her name the minutes instead stated ‘the owner of Lot 1234’. Is that a reasonable/appropriate and/or worthwhile concession/courtesy?
SusanW1 (Michigan)
Posts: 5,202
Posted:
Too bad she didn't resign. Then it would have "sounded" better.

At this point, how she "feels" should not be your concern.

These are the legal records of the corp. Accuracy and brevity are in order.
MichaelK11 (Texas)
Posts: 432
Posted:
Quote:
Posted By SusanW1 on 08/15/2009 4:33 AM
Too bad she didn't resign. Then it would have "sounded" better.

At this point, how she "feels" should not be your concern.

These are the legal records of the corp. Accuracy and brevity are in order.

I agree completely. Accuracy and brevity also avoid vindictiveness -- accuracy and what may appear to be harping leave the impression of doing more than the corp. requires.

As an aside, any time you're going to remove someone, when you have the votes ready and are about to take the action, it's probably best to offer the opportunity to resign. That gives the Chairperson/Director/Officer who will be repudiated a chance (or one more chance) to save face. If they go along, it makes the action mutually agreeable and probably benefits the corp. and the community.

Feelings are important to the neighborhood and the Association. Usually not more important than getting the job done right, but best if you can serve both types of interests.

Not knowing the specific circumstances, that's what I think as a general rule.
DwightT (Idaho)
Posts: 664
Posted:
The official copy of the minutes need to identify which Board member was removed. Including the reason this Board member was removed (left the organization as opposed to for misconduct) doesn't really hurt either. Just to mollify this person, the minutes might also include something along the lines of "The Board would like to thank YYYYY for their service to the community.", but that isn't really necessary.

However, that's in the official copy. Since YYYYYY is objecting to having her name posted on the public bulletin board (which is a reasonable objection), is there any reason why you can't redact the copy that is publicly posted, similar to what you have done here? That way the general information is made available to the membership without posting identifying info and if a member wants the specifics, they can request to see the official copy.

FWIW: I post our minutes to our website. When I do, all identifying info is replaced with "property owner XXXXXXX".
DonaldM3 (South Carolina)
Posts: 132
Posted:
Not a bad idea Dwight, I like that! I’m going to solicit other board members for their view on such action.
FWIW??

Thanks everyone for your opinions on this issue.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Donald,

Why do you feel the BOD has to kow-tow to this X-board member's demands? As Judge Marilyn would say, she needs to put on her big girl panties and deal with it! She was removed from the assn BOD and everyone in the community is going to know it whether it's posted on the community bulletin board or not. I see no reason to rephrase anything written in the minutes or posted on the bulletin board.

Out of curiosity, what is the bylaws provision that authorizes the BOD to remove a board member? Most state the BOD can only remove a board member from their officer position but to be removed as a director requires a vote of the members.
MichaelK11 (Texas)
Posts: 432
Posted:
Quote:
Posted By DonaldM3 on 08/15/2009 8:25 AM
FWIW??
For What It's Worth
MichaelK11 (Texas)
Posts: 432
Posted:
Quote:
Posted By MaryA1 on 08/15/2009 8:50 AM
Donald,

Why do you feel the BOD has to kow-tow to this X-board member's demands? As Judge Marilyn would say, she needs to put on her big girl panties and deal with it! She was removed from the assn BOD and everyone in the community is going to know it whether it's posted on the community bulletin board or not. I see no reason to rephrase anything written in the minutes or posted on the bulletin board.

I think a BoD has no obligation to acquiesce to such demands, and the ex-Director (who was removed) signed up for this possibility when she volunteered.

On the other hand, there may be no harm and certain benefits in assuaging egos and responding to hurt feelings. She may care more about her embarrassment being posted on the bulletin board than about people talking. Friends who don't care to learn about BoD issues may find this information in front of them and be influenced by it. There is something to be said for being gentle.
DonaldM3 (South Carolina)
Posts: 132
Posted:
I don’t necessarily feel, Mary, that the board should give in to the board member’s demands but I thought it was a good idea and I’m only one of four (until we appoint another) so I thought I’d run it by the other three.

The By-law actually reads in part, “Any director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment for more than thirty (30) days may be removed by a majority of the Directors present at a regular or special meeting at which a quorum …”. This ex-board member failed in both categories.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Donald,

Well, I think you did the right thing. The BOD as a whole should make the decision as to whether or not this x-board member's demands should be met. Please let us know what the other 3 board members think.

Thx for the explanation for the removal. I had an idea it was because of missed meetings and/or delinquencies. I think that's pretty much standard for most bylaws.

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