Question re procedure in Executive Committee decision to expel a member

Factual Questions
1

A situation has arisen in a Association I’m a member of - on the Executive Committee, in fact - whereby a member of the Executive Committee is considering his position, as they say, after he was unanimously expelled from the Association. He claims that since he, as a member of Exec and a Principal Officer to boot, was not informed of the meeting at which it was decided to expel him (it was done by email circulation, actually, but I guess that’s not a major detail), and since thereby he was not given the opportunity to be present, to present his case, and to vote, the decision to expel is unconstitutional and illegal. This obviously puts us in a bit of a bind, and we’d be grateful for any advice - obviously of a general kind, relating to general principles of law, etc. - that any legal dopers could offer. (It would be highly appreciated if advice of the type “Sounds like you should get outta there fast” was not proferred on this occasion!)

The relevant part of our Constitution reads as follows:

“Executive Committee shall be empowered on a resolution passed by a two-thirds majority of those present and voting, to expel from membership any individual members of the Association it considers to have behaved in such a way as to bring the Association into disrepute, subject only to the right of the individual member to appeal to an Annual or Special General Meeting.”

Re the appeal, there was no support from the floor for it at yesterday’s AGM, and so the worst case scenario now (but a very possible one, given the Treasurer’s character) is a threat of legal action. Is it likely that he would have a case? Obviously, if so, we would seek alternative means to resolve the matter.

2

AGM?

If you’re being thorough, and you really have quoted the entire section of the bylaws/Constitution that pertain to the removal of officers, then what you’ve done is legal.

Do your bylaws have anything to say about Executive Committee meetings? Who is empowered to call them? Was the vote held at a regular meeting? Were all the bylaws followed in calling and administering the meeting? Legally, your ex-officer might be able to argue that the vote was invalid because it was held at a meeting that was not valid.

For example, if your bylaws say that the president may call a council meeting, then it’s OK to have a special council meeting outside of the regular schedule. If nothing is said about notifications, then I think the president has a duty to invite everyone currently on the council, including the member to be removed.

Did you follow all the rules in the executive meeting and the AGM? Were the votes held in accordance with the rules stipulated in the bylaws or other procedures? Did someone take minutes?

If you did everything according to your bylaws, then his threats are just threats.
Two special circumstances would require action:[ul]
[li]This ex-officer is himself a lawyer.[/li][li]Your association has substantial assets.[/li][/ul]

In those cases, you should at least talk with a lawyer.

Otherwise, don’t worry about it.

I went through exactly this scenario earlier this year. Fortunately, the council member was aware enough to fade away. It does point out that bylaws are not a formality. They should be precise, and should always include:
[ol]
[li]Rules for calling general meetings and executive council meetings.[/li][li]Rules for voting and quorums.[/li][li]What is required to remove a council member.[/li][li]Process for removing a council member.[/li][li]Process for appealing a removal.[/li][/ol]

As a suggestion, you should have a policy that members that are to be removed must be notified in writing ten days in advance of the next regularly scheduled council meeting. Removals should only be at regularly scheduled meetings, and council members should have the right of appeal to the general membership.

3

Tremendously helpful response. Only problem is I can’t get the theme music out of my head now!

In short, “Houston, we have a problem”, I feel. The key stumbling block would appear to be under the “Meetings and Proceedings of Executive Committee” section of our Constitution (we’re a newly revamped Association, so we’re not as familiar as we should be with the Constitution, which we anyway took over wholesale from our “parent body” in UK, which is much bigger than us, and then adapted):

1. Executive Committee shall normally meet every three months on dates to be notified in advance. A special or additional meeting may be called at any time by the Chairman or by any three members of Executive Committee upon not less than seven days notice being given to the other members of Executive Committee of the matters to be discussed. NOT DONE - if he argues, as he is already doing, that this WAS an additional meeting of the Exec.

*5. Executive Committee shall keep Minutes in permanent files dedicated to the purpose of the proceedings of each meeting. * NOT DONE

Under “Voting Rights”, it is written:

At meetings of the Executive Committee, elected and co-opted members of Executive Committee present at the meeting shall have one vote.

Finally, under “Principal Officers” we have:

*The Principal Officers of the Association shall be:

(a) the Chairman;
(b) the Secretary; and
© the Treasurer

who shall be responsible to the membership for the proper conduct of the administrative, fiscal and legal affairs of the Association in accordance with the terms of this Constitution.

The Officers of the Association shall be elected at the Annual General Meeting. Each shall serve for a term of one year and shall be eligible for re-election on a rotational basis.*

The person is not a lawyer, but he’s an accountant, and he’s also smart and tenacious, as well as being a pain in the butt.

4

I’ve checked the wording of the email which the Chairman sent out notifying membership of the decision to expel the Treasurer, and it reads as follows:

As provided for in Section E3, the Executive has the power to expel any person who brings the Association into disrepute. The ABC Executive have considered the resolution and have unanimously agreed that Mr xxx be forthwith expelled from the ABC.

E3 is what I quoted in my OP, and it reads as follows:

Executive Committee shall be empowered on a resolution passed by a two-thirds majority of those present and voting, to expel from membership any individual members of the Association it considers to have behaved in such a way as to bring the Association into disrepute, subject only to the right of the individual member to appeal to an Annual or Special General Meeting.

It appears to my non-legally tyrained mind that the Treasurer might rely on E3 together with I1 to argue that the decision to expel him was unconstitutional based on the fact that he needed to be informed of the “gathering” at which it was decided to expel him, and he wasn’t, and that if it was just a decision based on an informal discussion among the others, then it’s non-binding, null and void, whatever.

Am I right? And, is so, any way out of this? (Besides rescinding the expulsion.)

5

roger, speaking as your favorite lawyer, questions I need answered:
[ul][li]What does the law say is proper notice of a meeting? I.e., is email notice sufficient? (It may not be.)[/li][li]What notice was given of the meeting at which the member was expelled?[/li][li]Was the member who was expelled given legally sufficient notice, either directly or constructively?[/ul][/li]It may be he is correct. This is, of course, not legal advice. I am not your lawyer, nor are you my client. I am not licensed in your jurisdiction, and you should not rely on anything I say. :slight_smile:

6

I agree. If your President called a meeting, then he or she had to notify all of the council in advance including your treasurer.

Of course, remember that you can still do this all over again, according not only to the rules but to the spirit thereof.

Have your President or Secretary write a letter to all the council, calling for a special meeting. Give yourself fourteen days.

Unless your bylaws say so, you have no obligation to notify the treasurer or anyone else why you’re having the meeting. Also, unless your bylaws say so, you have no obligation to tell the treasurer that you’re about to expel him. Finally, unless your bylaws say so, you have no obligation to accomodate the treasurer if he wants to re-schedule.

Of course, to demonstrate fairness, your President can offer to re-schedule the meeting as long as it is within a certain time from the date you propose. If your President says June 10th, he can also say that another date can be arranged as long as it is by July 7th, say.

Then, have the meeting. If your bylaws specify a parliamentary authority, study it. I expect you go by Robert’s Rules. You will have to be ready to deal with whatever motions are made. That means every other member of the council will have to be ready to block any motions for business except for the vote to expel the treasurer. Have the vote, record the minutes, send them to the secretary of state for your state.

Or, alternatively, go to your Treasurer and tell him that both the council and the association are agreed he has to go. You can either allow him to resign, or expel him. Then hope he has enough sense to make the right choice.

7

I feel almost embarrassed at having to admit this, but there was no meeting as such, just a resolution to expel being made by a committee member by email in circulation to the other 5 committee members (but not to the Treasurer, who was excluded from all the discussion and decisions that took place). Everyone said “yes” and that was it. The Treasurer pretty much knows this is what happened.

Incidentally, to deal with one point I can answer - some I can’t - since the Constitution says that a special meeting of the Executive Committee needs to be called with 7 days notice “of the matters to be discussed”, then I think we do have to specify the reason for the meeting.

Anyway, minor detail. My own feeling is to rescind the expulsion, for a number of reasons, not least the publicity this fellow will likely generate in a small town if he takes legal action.

Personality and power clashes are mighty reminders of the fall and the sin of pride!

8

It sounds as if there were enough irregularities to cause concern. It might simply be easier to convene a meeting pursuant to the appropriate method (i.e., give proper notice, etc.), and then do publicly what apparently was done privately. Best of luck.

9

Thank you. Another factor is that with the AGM having taken place just yesterday, the Exec Cttee has changed, meaning that the same group at any rate cannot convene! A real mess.