Expelling a board member

July 3, 2009 6:13 PM

Our non-profit effort started just months ago, the secretary on the board of directors is a complete disaster. How do I get rid of her? I am the president, all the paperwork is in my name. We meet every week or so as we are writing the by-laws. The secretary insists on using a tape recorder and the minutes contain miconstrued gossip. Do I need a lawyer? We are in Florida.
posted by misspat to law & government (12 comments total)

How you change officers would be in your bylaws, as far as I know. When we incorporated as a nonprofit in GA we had to turn all that in at once when we applied for our status in-state. If you don't have a way to deal with this in the by-laws already, then I don't know, a coup?

If you are not looking for technically how to get rid of the secretary, socially speaking, it's hard to say since you don't say (and I kind of don't blame you) what the social connections/ramifications would be. If you aren't going to be beholden to her in any way and you can get away with it, just saying, you know, this isn't working out, and ask her to resign, then that's kosher. But if there will be social ramifications for you, it gets trickier. I mean, your husband's sister-in-law is a lot more tricky to deal with than the busy body down the street who you just want to get rid of.
posted by Medieval Maven at 6:40 PM on July 3

Why not just explain to the secretary the point of keeping minutes? Perhaps she just doesn't understand what qualifies as minutes. Send her this link.
posted by readery at 6:57 PM on July 3 [2 favorites has favorites]

I don't know anything about expelling board members, but in the meantime, since you are the president, why don't you just insist that the minutes go through you before they're distributed. Then you can clean out the gossip. Also, when meetings stray from the topic to gossip or anything off-topic, politely interrupt whomever is speaking and ask the secretary to turn off the tape recorder. When you are ready to get back on track, you can have her turn it back on. Better yet, agree to allow her to record the meetings, as long as you are in control of the recorder and can turn it on and off at will. Between that, and the edited minutes, she should learn what is and isn't appropriate. Hopefully, this will help deal with the small picture while you're working out the big one. You never know, she might get irritated by the restrictions and resign, problem solved.
posted by necessitas at 6:57 PM on July 3 [1 favorite has favorites]

It's all about your bylaws. Those should cover how the minutes are kept, who keeps them, and what happens to them.

You cannot just arbitrarily edit them.

The way you eliminate members is also in your bylaws. Generally it's by 2/3 majority vote OR some other rubric based on attendance, etc.

You can, potentially, depending on your bylaws, open discussion or ask for a motion to establish guidelines for minutes-keeping, but as the president you can't make that motion yourself. That's the route I would take, as you're not necessarily booting her, and you're potentially clarifying a major point in your operational setup.

You may also ask to enter Executive Session, during which time minutes are not generally kept.
posted by TomMelee at 7:28 PM on July 3

You could quit gossiping when the tape recorder is on.
posted by anniecat at 7:32 PM on July 3 [5 favorites has favorites]

Nthing that your bylaws need to address the process for turnover, regular terms, or removal for board members. As president, you don't have sole control over your board personnel. If you're incorporated with your state, they (as a group) actually have control over you. They hold the charter, and they are responsible for hiring the CEO, which doesn't have to be you.

However, your job is to lead the board. If you have a bad apple, follow the procedures in your guidelines. If the person just needs education, then initiate a process for board education. Bring examples of minutes from other orgs to your next meeting. Or, as suggested above, set yourself as the approver of board minutes.
posted by Miko at 8:15 PM on July 3 [1 favorite has favorites]

Generally the first order of business on any agenda of an NPO board is to approve the minutes of the last meeting. If there isn't consensus, the board votes on modifications and they are resubmitted.

Do NOT make the mistake of editing them yourself. Please.
posted by TomMelee at 8:21 PM on July 3

There's no way to answer this question unless you provide more detail.
posted by TryTheTilapia at 8:22 PM on July 3 [1 favorite has favorites]

Recording minutes using a tape recorder may be more important when you have a lot of factual details that need to be noted. The recorder ensures that you do not overlook a critical statement. A tape recorder in other environments can be chilling; moreover there are likely some legal things that need to be attended to - such as letting all attendees know that the meeting is being recorded by a tape recorder. Also, you may be obligated to maintain a copy of the tape. You should consult with your attorney on these issues.
posted by cmh0150 at 6:15 AM on July 4

I'm the ED of a non-profit... As mentioned above, the process for electing (and removing) officers should be in the by-laws, but that seems drastic to me.

As noted, stop the gossip during the meetings, folks can socialize before and after. The tape recorder should be used only to make sure nothing is missed. When transcribing from the tape the secretary shouldn't be typing every word..he/she needs some education as to what minutes should include.

At my NPO notes are taken by an administrator, reviewed by myself, and passed to the secretary for the final review and signature. This seems to work well for us.
posted by HuronBob at 7:16 AM on July 4 [1 favorite has favorites]

Try to resolve the problems with less drama. Don't allow the gossip. Submit corrections to the minutes. Be calm and polite, but stop the nonsense. If you are seen to provide good leadership and direction, and bad behavior continues, then you'll have support to follow the bylaws and get rid of any board member who is out of line. Be absolutely certain you have the support before you attempt this.
posted by theora55 at 7:18 AM on July 4

You need to explain to her that there's a difference between minutes and a transcript. Minutes should note the topics of business, action items, and votes, along with a notation as to whomever is present. Transcripts are documents where every single word spoken is noted. Gossip does not belong in the minutes, although it would be present in a transcript.
posted by scarykarrey at 8:45 AM on July 4