05-02-2015, 09:26 AM
I already said I won't divulge the source.. exec session results should be released to the membership if it has nothing to do w/"details" of personnel issues, matters of litigation or matters of attorney/client privilege.
Just as resignations aren't exec session criteria, the removal of an officer isn't. Therefore, should've been posted on our website some time ago. Ask the remaining board members why this hasn't been posted yet.
I don't understand why people are assuming this was the Pres's idea to remove the VP out of her officer chair. There were 4 others involved in this decision, since there were 4 absent. The 2 who were absent were supposed to be at the last board mtg at the time the exec session agenda was made. There must've been a solid and legitimate reason for removing this officer or maybe there were multiple reasons. We won't know unless the information is released. And maybe this person shouldn't be voted back on as VP since there must've been serious enough violations for her removal.
Board members are given enforcement measures in our bylaws to use against a peer who's breaking them. This has happened a couple times in the past but was done in an open forum. This kind of action doesn't meet the exec session criteria, but it can be embarrassing to the board member. So "maybe" this is why it was done in exec session. I reiterate, the removal of an officer should've been posted on our website some time ago. We should know when a board member's committed violations against the association.
Caveat emptor: A board member can be dismissed by a majority board vote over conflict of interest issues since a majority of the board are the ones who determine whether there's a conflict of interest. Read Article V-Bylaws Definitions Sec 14 and Article VIII-Board of Directors Sec 11 (a & b). If the board member didn't divulge the conflict of interest before a vote was taken it's grounds for dismissal. If there was no board vote taken at all, the situation's more serious. The only other ways a board can oust a board member is by 2/3's board vote to pursue a recall process or by legal means.
IMHO, removal and vacancy are 2 diff issues and requires diff action. As we saw recently, we only had a board of 5 for awhile. They were doing business w/votes of 3 or 4 at most when 1-2 were absent.
There have been diff interpretations on what some think our bylaws say about this. But one thing it does say specifically is that no matter how small the remaining # is, a board has to be able to vote to add more members when there are multiple vacancies.. "they shall be filled by a vote of the majority of the remaining directors, even though it may constitute less than a quorum..." Because the bylaws don't stipulate voting with "less than a quorum" anywhere else, most believe that means no voting (business) can be done if you have only 4 members or less at a board meeting. This should encourage a board to fill the vacant seats right away.
Janet: Our bylaws requires that bylaw proposals be presented to the membership first for vote at a membership mtg. If there's a quorum present of 30 at least and 2/3's of the membership votes to pass any of it, it then goes to the entire membership for vote by ballot via the USPS. There will be no initial vote at June's membership mtg as originally planned but there will be a status report from the committee.
Just as resignations aren't exec session criteria, the removal of an officer isn't. Therefore, should've been posted on our website some time ago. Ask the remaining board members why this hasn't been posted yet.
I don't understand why people are assuming this was the Pres's idea to remove the VP out of her officer chair. There were 4 others involved in this decision, since there were 4 absent. The 2 who were absent were supposed to be at the last board mtg at the time the exec session agenda was made. There must've been a solid and legitimate reason for removing this officer or maybe there were multiple reasons. We won't know unless the information is released. And maybe this person shouldn't be voted back on as VP since there must've been serious enough violations for her removal.
Board members are given enforcement measures in our bylaws to use against a peer who's breaking them. This has happened a couple times in the past but was done in an open forum. This kind of action doesn't meet the exec session criteria, but it can be embarrassing to the board member. So "maybe" this is why it was done in exec session. I reiterate, the removal of an officer should've been posted on our website some time ago. We should know when a board member's committed violations against the association.
Caveat emptor: A board member can be dismissed by a majority board vote over conflict of interest issues since a majority of the board are the ones who determine whether there's a conflict of interest. Read Article V-Bylaws Definitions Sec 14 and Article VIII-Board of Directors Sec 11 (a & b). If the board member didn't divulge the conflict of interest before a vote was taken it's grounds for dismissal. If there was no board vote taken at all, the situation's more serious. The only other ways a board can oust a board member is by 2/3's board vote to pursue a recall process or by legal means.
IMHO, removal and vacancy are 2 diff issues and requires diff action. As we saw recently, we only had a board of 5 for awhile. They were doing business w/votes of 3 or 4 at most when 1-2 were absent.
There have been diff interpretations on what some think our bylaws say about this. But one thing it does say specifically is that no matter how small the remaining # is, a board has to be able to vote to add more members when there are multiple vacancies.. "they shall be filled by a vote of the majority of the remaining directors, even though it may constitute less than a quorum..." Because the bylaws don't stipulate voting with "less than a quorum" anywhere else, most believe that means no voting (business) can be done if you have only 4 members or less at a board meeting. This should encourage a board to fill the vacant seats right away.
Janet: Our bylaws requires that bylaw proposals be presented to the membership first for vote at a membership mtg. If there's a quorum present of 30 at least and 2/3's of the membership votes to pass any of it, it then goes to the entire membership for vote by ballot via the USPS. There will be no initial vote at June's membership mtg as originally planned but there will be a status report from the committee.