We have a problem with one member of our nonprofit challenging everything, overrunning meetings, not following Robert’s Rule of Order, being called down on his abusive and harassment actions (to the point he did apologize), calling our organization shady and meeting behind closed doors and acting nefariously.
He has self-nominated himself for a position on our three-director board. Every time I (as Chairman) have asked for help in committees or research, he has trumped up some accusations, started competing websites or Facebook groups, and tried to promote his group on our Facebook page. He seems not to be promoting us, but a competitive organization.
Before I received his self-nomination, an attorney and investigator said to remove him using our bylaws (expulsion). He has called me and another director liars. If I remove him by Directors’ vote, and going through what we have gone through with him, will this look like retaliation? Is it “for cause?”
The definition of “cause” is determined by state law, usually centered around malfeasance, like stealing from the organization, or non-feasance like not showing up for duties. Whether you have legal “cause” here may turn on how significantly he has tried to undermine your organization. Your lawyer can help you make a judgment on that.
You may not be limited to removal for “cause” if you have bylaws like the ones we recommend, where members or directors can be removed, with or without cause, by a majority of all directors after giving the person the right to be heard. (See Ready Reference Page: “Bylaws Function as ‘Constitution’ of Nonprofit Corporations”). Courts won’t normally interfere with the internal actions of a nonprofit association if it follows minimal due process in its procedures.
The uncooperative member may think it is retaliation, but the directors who vote for expulsion will think it is fully justified.
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Our organization had to go through this. We followed Robert's Rules for expulsion, because the director was definitely committing both malfeasance and non-feasance. Nevertheless, it is not something I would ever want to go through again. We ended up needing State Police help to untangle her fiscal mismanagement, and law enforcement at the expulsion hearing. Afterward, there were years of rebuilding community trust because she continued to lie about the organization and its directors and she continued to distribute the organization's assets (books, etc.) that she had stolen. It's not something to be taken lightly, but it sounds like this situation warrants the trauma of expulsion.
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