Got a Bored Board Member?

The main thing about bylaws is that they’re like the rules of your game. If you make them up before you start playing, everyone knows what they are. But if you start changing them mid way into the season, a lot of players can get angry.

When an organization is new, you think that everyone who joins your board of directors will always be as wonderful and committed as that first group. But sometimes it just doesn’t happen. So it’s important to make decisions about what you think should happen BEFORE there are actual, real people involved. That way the actions can’t be construed as a personal decision.

I had this note from Sharon. And I think her problems are probably not uncommon.

Check it out.

Kerch,

Thanks for responding so quickly to my request for your Taming the Bylaws Monster. I couldn’t agree more with some of your statements.

Thanks for asking for it! {kerch}

I have worked several years in assisting local grassroots organizations develop bylaws and set up their organizational structures. I am by no means a parliamentarian; I do have lots of Community Development training and really enjoy working (in most cases fixing) with bylaws.

I belong to an organization that will present a total bylaws revision in a couple of months to our organization. In the mean time, we have a lady that was elected to a very important office in our organization. She has never attended a meeting; neither board or association. We really need to replace her.

Our bylaws give the officers a definite term of three years. (Our revision includes “until their successor is elected”). There is also no section for “removal” of officers.

I searched the RR of Order and can only find that we could rescind the motion that placed her in the position. I understand that notice must be given for this and a vote of 2/3 of members present and voting must happen.

My question: does the President have the authority to declare the office vacant for dereliction of duty? We could then fill the position and move forward.

Our President has been in office for one and a half years and has never met the lady. Our President sent her a letter explaining the importance of her position to the organization and the importance of her duties. There was never a response. Phone calls go unreturned.

We really need help; this lady is a pastor’s wife and we do not wish to create an uncomfortable situation; however, we need someone to do this work. Others in the organization cannot fullfill this lady’s duties, everyone is busy with their duties and it is a specialized position that takes some time.

This is a heck of a bind!

Without seeing the actual bylaws, I can’t really give you any specific advice about them. (And I’m not a lawyer anyway — so this is never legal advice!) But if you are in the process of revising them anyway, I’d really recommend you add a section on what has to happen in order for a board member or officer to be removed from office.

It’s important to make that very specific and in no way open to question. For example, You can’t say, “If they’re not nice, we can kick them off the board.”

Who is to say what “not nice” means?

But you can say: “If a board member misses more than three meetings in any calendar year, they may be asked to resign.”

Very specific — any kindergarten kid can count to three!

Your proposed change to say “until their successor is elected” doesn’t give you any way to gracefully tell the person that you want them out.

Does that also mean that if I’m on your board, and I want off, but you don’t find a replacement, then I’m stuck for life?

If you have only one board member out of 15 who isn’t pulling their weight, perhaps that’s not such a big problem. But what if your board only has 5 people. Then that’s 20% of your group. And how does this one person who never shows up affect your quorum if someone just happens to be on vacation or sick on the day of your meeting? Then what?

Roberts’ Rules is a great document for the managing of meetings. But the specifics about how you want YOUR organization to make decisions — and I don’t mean the “motion” process — must be something you decide and write down.

It also makes uneasy times like those you have now easier to manage because the decision would have already been made — and not in the heat of battle, so to speak.
You also said:

Others in the organization cannot fulfill this lady’s duties, everyone is busy with their duties and it is a specialized position that takes some time.

This problem is a separate one. Have you someone in mind to do her job? On the other hand, if it’s not getting done now, I wonder what would happen if the position were actually vacant for a while?

Non profits, in general, operate on a great deal of good will among its board, membership and sponsors. So you surely don’t want to piss anybody off needlessly.

You also don’t want to open yourself to the possibility of a lawsuit — frivolous or not.

I also suspect you, and the active board members, are expending more energy over what to do about her, than she is about you!

You also said:

I searched the RR of Order and can only find that we could rescind the motion that placed her in the position. I understand that notice must be given for this and a vote of 2/3 of members present and voting must happen.

Does this mean she was not actually elected to her position? Has anyone actually talked to her since she accepted the position?

I am not a parliamentarian. I build bylaws. (S)

But it would seem you are correct according to the information provided by Dr. John A. Cagle, Parliamentarian of the Academic Senate and Professor of Communication at California State University, Fresno. His site has some very useful information on lots of rules about running non profit organizations.
But perhaps you’ll get a more specific answer if you write to him directly. You can get to him thru his website.

Please let me know what happens.

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