PDA

View Full Version : I knew this was somewhere...


Jeff_in_KC
12-18-2010, 01:10 PM
I knew there was a provision for this under Missouri law and finally located it...



Missouri Revised Statutes

Chapter 355
Nonprofit Corporation Law
Section 355.346

Removal of directors.

355.346. 1. The members may, without cause, remove one or more directors elected by them.
2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
3. Except as provided in subsection 9 of this section, a director may be removed under subsection 1 of this section or subsection 2 of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
6. In computing whether a director is protected from removal under subsection 2, 3 or 4 of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
7. An entire board of directors may be removed under the provisions of subsections 1 to 5 of this section.
8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; but a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. 9. If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

So... if it just gets too bad to continue with the frustration, there ya go. Members still run the show, regardless of what some think and regardless of power struggles that are going on.

HoDeDo
12-18-2010, 01:13 PM
interesting!

Jeff_in_KC
12-18-2010, 01:14 PM
interesting!

Isn't it though? :idea:

Nitrofly
12-18-2010, 01:57 PM
things that make you go mmmm
in the right hands that could be an early Xmas present :-D

wayne76
12-18-2010, 02:21 PM
It is interesting. Now if we could apply that rule to some politians I know-----

Smokedelic
12-18-2010, 04:46 PM
Anybody recall what the number was that was "sufficient to elect the director at a meeting to elect directors"?

Jeff_in_KC
12-18-2010, 05:21 PM
Mike, I'm only guessing but I'd think either 1.) the number of votes they received when they last ran or 2.) the number of votes it took ANY director to be elected in the previous election (last election I believe was 1,006). One would need to meet with a Missouri attorney who specializes in non-profit law and have him give an anticipated number based upon our own situation within KCBS and his or her experience with the law. For instance, obviously we don't hold a meeting to elect directors but online elections would be considered equally. WE couldn't just be SOL because we don't hold meetings to do so.

Smokedelic
12-18-2010, 05:36 PM
I'm no attorney, but I would think that a method acceptable for electing Board members should be equally acceptable for removing them. Be that a meeting, electronic ballots, or paper ballots, I would think that if it works for putting them in, it would for taking them out.

As an aside, a big step in the right direction is for members to choose wisely next month when they vote. Filling 5 open seats with the right people will go a long way toward fixing the current problems.

....but that's just my opinion.

Jeff_in_KC
12-18-2010, 06:23 PM
As an aside, a big step in the right direction is for members to choose wisely next month when they vote. Filling 5 open seats with the right people will go a long way toward fixing the current problems.

....but that's just my opinion.

Absolutely correct! And we'd give immunity to the new ones of course! :becky:

White Dog BBQ
12-18-2010, 07:16 PM
I think the biggest hurdle would be getting enough people to constitute a quorum for any recall election. I'd be curious to know what a quorum is under the KCBS Bylaws.

drbbq
12-18-2010, 08:00 PM
If we just don't vote for any incumbents we'll have 5 new board members this year and four more next year and it'll be a whole lot easier to accomplish than legal proceedings. .

Jeff_in_KC
12-18-2010, 10:19 PM
If we just don't vote for any incumbents we'll have 5 new board members this year and four more next year and it'll be a whole lot easier to accomplish than legal proceedings. .

I agree Ray but do you really want the new folks exposed to what the board has become? The ones left will STILL cause problems and the new ones will get burnt out and quickly become frustrated if they aren't really strong. It doesn't HAVE to be legal... you just do what state statutes allow members to do and if it works out, remaining incumbents step down and we have a special election to fill those seats or the remaining board appoints people who will work towards cooperation, unity and get down to the business of accomplishing things for KCBS and the members.

Jeff_in_KC
12-18-2010, 10:22 PM
I think the biggest hurdle would be getting enough people to constitute a quorum for any recall election. I'd be curious to know what a quorum is under the KCBS Bylaws.

State statutes do not call for a quorum of members. Hell, we never come remotely CLOSE to elect these people. Why would we need one to get rid of them?

Smoke'n Ice
12-18-2010, 11:15 PM
I'm not sure about the MO law but, if we do away with the BOD, there would be no one to call for an election. Since we (the BOD) chose not to use RONR, then there would be no provisions for succession therefore, the organization would cease to exist and the funds would be required to be distributed to pay any and all debts and the remainer distributed to members of record. KCBS would cease to exist!

parrdist
12-18-2010, 11:22 PM
I'm kind of new here. Whats going on with the KCBS board thats got everyone so upset. Was thinking about joining but seeing this makes me wonder if I should.

Jeff_in_KC
12-19-2010, 12:01 AM
The new people elected this year would call for the election. KCBS would not cease to exist.

Parrdist, nothing any different than what's been going on for a few years now. It's not going to kill the organization but many members are just fed up that the board just can't get along and they make bone headed decisions like the one where they declined to allow WiredBBQ.com to do a live Webcast from the awards banquet. Thankfully most decisions don't effect us in our week to week competitions.

Just Pulin' Pork
12-19-2010, 12:14 AM
I would love to see this happen! But like anything with the KCBS what is good for the whole......... well they do not understand that concept! I am sure they will pull something out and will stop this from happening! Thanks for posting this!

Sawdustguy
12-19-2010, 09:13 AM
I betcha some of the members of the BOD are looking for a change of underwear right about now because it sounds like the board's decision to toss Linda Mullane was illegal.

2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.

Ford
12-19-2010, 09:38 AM
I betcha some of the members of the BOD are looking for a change of underwear right about now because it sounds like the board's decision to toss Linda Mullane was illegal.
Linda resigned. It was her choice to resign.

Butcher BBQ
12-19-2010, 11:34 AM
I'm not sure about the MO law but, if we do away with the BOD, there would be no one to call for an election. Since we (the BOD) chose not to use RONR, then there would be no provisions for succession therefore, the organization would cease to exist and the funds would be required to be distributed to pay any and all debts and the remainer distributed to members of record. KCBS would cease to exist!

One way to do this is dissolve the Non Profit status and hire a CEO (that has the ability to make daily descission approval with approval from 8 people) or even take it to private ownership (such as NASCAR).

widespread
12-19-2010, 11:42 AM
take it to private ownership (such as NASCAR).

I can see it now, brisket turn-in delayed 5 minutes because of debris in the judges tent.

Butcher BBQ
12-19-2010, 01:06 PM
I can see it now, brisket turn-in delayed 5 minutes because of debris in the judges tent.

It gives it a little more reality for the next TV show.

Jeff_in_KC
12-19-2010, 01:27 PM
I might "Parrothead" from competition barbecue soon... I'd apply for a CEO position!

Sawdustguy
12-19-2010, 02:49 PM
Linda resigned. It was her choice to resign.

Maybe you are right but I think the BOD will think twice before trying to force anyone out from now on. Absolute Power corrupts absolutely.

pasquallykc
12-20-2010, 07:44 PM
Jeff, I just got an email that I can now post. Did not realize that would be coming.
So, let me restate what I wanted to say earlier.


In response to the post asking about the number of votes required to remove a director:

The number of votes required to be elected and/or removed should clearly be outlined in the organizations by-laws. There are no overriding Missouri laws that I am aware of which dictate a certain percentage of votes.

The Bylaws may often be difficult to obtain, especially a board is trying to protect itself.

In a separate organization I was fortunate enough to have obtained a copy of their bylaws, while the board was arguing and attempting to remove the requirement that directors be natural persons. [MO 355.321. 1]

While a member should be allowed to inspect the bylaws, and the member list [MO 355.826], best of luck convincing a board who is trying to protect themselves.

Anyways, best of luck.

Edit: Sorry for any confusion:: This is in regards to another kansas city board.
Unfortunately, I am also having issues with another board who refuses to provide a list of members as required according to their very own by laws.
Thus, it is rather hard to in practice to do anything.
The other board is clearly out of control, and believe they have full authority.

I have not determined who to contact in this situation, but assume the states Attorney General and possibly the IRS are the prime concerned parties.
If anyone has any idea, please do let me know.

If you have any idea of further resources please do let me know.
And I will the likewise, upon hearing from you.

pasquallykc
12-20-2010, 07:49 PM
.. it should clearly be indicated in the by-laws when elections will occur. whether a single board member, or the entire board is thrown out a procedure for electing new ones should be outlined.



I'm not sure about the MO law but, if we do away with the BOD, there would be no one to call for an election. Since we (the BOD) chose not to use RONR, then there would be no provisions for succession therefore, the organization would cease to exist and the funds would be required to be distributed to pay any and all debts and the remainer distributed to members of record. KCBS would cease to exist!

Merl
12-20-2010, 08:33 PM
Jeff, I just got an email that I can now post. Did not realize that would be coming.
So, let me restate what I wanted to say earlier.

Unfortunately, I am having issues as the board refuses to provide a list of members as required according to their very own by laws.
Thus, it is rather hard to in practice to do anything.
The board is clearly out of control, and believe they have full authority.

I have not determined who to contact in this situation, but assume the states Attorney General and possibly the IRS are the prime concerned parties.
If anyone has any idea, please do let me know.

In response to the post asking about the number of votes required to remove a director:

The number of votes required to be elected and/or removed should clearly be outlined in the organizations by-laws. There are no overriding Missouri laws that I am aware of which dictate a certain percentage of votes.

The Bylaws may often be difficult to obtain, especially if the board is trying to protect itself.
I was fortunate enough to have obtained a copy, while the board was arguing and attempting to remove the requirement that directors be natural persons. [MO 355.321. 1]

While a member should be allowed to inspect the bylaws, and the member list [MO 355.826], best of luck convincing the board.

Anyways, best of luck.

If you have any idea of further resources please do let me know.
And I will the likewise, upon hearing from you.

Yes it will be hard to obtain a copy of the by-laws. We know that all members of the Board are bad people, who want everything to be in secret. Good thing that the BOD members don't know that the KCBS By-laws are posted on the KCBS website.

Seems that the BOD is more open that you might have thought. Sometimes its better to research than assume.

Merl

HoDeDo
12-20-2010, 08:40 PM
Yes it will be hard to obtain a copy of the by-laws. We know that all members of the Board are bad people, who want everything to be in secret. Good thing that the BOD members don't know that the KCBS By-laws are posted on the KCBS website.

Seems that the BOD is more open that you might have thought. Sometimes its better to research than assume.

Merl

They would also be available at the county Register of Deeds office, for someone without the web access.... but the website would seem to be the easiest place to get them. thanks for chiming in Merl.

Jeff_in_KC
12-20-2010, 08:56 PM
I personally know exactly where the by-laws are located and I have a copy on my computer. I believe the person making the post you referenced is probably a new person and definitely new to the Brethren. Great response to him. I'm sure he respects a board member responding with such sarcasm.

Board members bad people? No, I wouldn't say that at all but, as an observer, you all just seem to bring out the worst in each other. Merl, you all just can't seem to get along and it's to the detriment of the entire organization. Let me ask you this... if barbecue and those serving the organization makes you so angry that attitudes towards one another are as they are, why do you (meaning all of you, not just you) even do it? Why not save yourselves the trouble and just say "screw it, let's let someone else have a shot at making things better"?

I've had a rough night personally and my mood is such that I just don't really care... I'm just going to call it how I see it and ask the questions that beg to be asked.

HoDeDo
12-20-2010, 09:41 PM
I personally know exactly where the by-laws are located and I have a copy on my computer. I believe the person making the post you referenced is probably a new person and definitely new to the Brethren. Great response to him. I'm sure he respects a board member responding with such sarcasm.

Board members bad people? No, I wouldn't say that at all but, as an observer, you all just seem to bring out the worst in each other. Merl, you all just can't seem to get along and it's to the detriment of the entire organization. Let me ask you this... if barbecue and those serving the organization makes you so angry that attitudes towards one another are as they are, why do you (meaning all of you, not just you) even do it? Why not save yourselves the trouble and just say "screw it, let's let someone else have a shot at making things better"?

I've had a rough night personally and my mood is such that I just don't really care... I'm just going to call it how I see it and ask the questions that beg to be asked.

I am calling it as I see it too... and the new member was a little harsh on "board" and plenty sarcastic, with the Good luck comments... and based on his comments about how he got the bylaws, he has been around KCBS long enough to have asked for them before.... as noted.

While Merl and I agree on some topics and disagree on others, I am still thankful he hopped in and pointed folks that might be looking for the bylaws to a place they could find them, and find them easily.

Now does sarcasm deserve sarcasm back, probably not -- but no one is perfect, and that is the exact reason I would never run for this board. It is thankless, and no one has a shot at being right. It is a no win.

Based on the last vote around the wired BBQ, which Candy took the time to post polls on, and get on the agenda - the fact that the board was unanimous in killing it, speaks more volumes to me... When 90% of the response in the public forums was positive towards the streaming.. and the public view of the royal and jack coverage was also all positive... but not one board member could vote the feelings of thier constituents. Pot shots betweens new Brethren members and Board members, just shows that feelings are a little high right now.... but general misinformation, as has been shared in another thread, and the general disregard for what KCBS members viewed as positive (Streaming the banquet) are more concerning to me. ya know?

Merl
12-20-2010, 09:43 PM
I personally know exactly where the by-laws are located and I have a copy on my computer. I believe the person making the post you referenced is probably a new person and definitely new to the Brethren. Great response to him. I'm sure he respects a board member responding with such sarcasm.

Board members bad people? No, I wouldn't say that at all but, as an observer, you all just seem to bring out the worst in each other. Merl, you all just can't seem to get along and it's to the detriment of the entire organization. Let me ask you this... if barbecue and those serving the organization makes you so angry that attitudes towards one another are as they are, why do you (meaning all of you, not just you) even do it? Why not save yourselves the trouble and just say "screw it, let's let someone else have a shot at making things better"?

I've had a rough night personally and my mood is such that I just don't really care... I'm just going to call it how I see it and ask the questions that beg to be asked.

Good question Jeff,
Why don't I just quit. I have spent five years trying to make this organization a member organization. When I was elected you could not attend a meeting yet call in.

Remember the minutes, they were minutes because all the details could be read in less than a minute.
Call in to listen to a BOD meeting, I don't think so.
Call in and speak to the Board, I don't think so.
Listen to a mp3 recording of a BOD meeting, I don't think so.
Read quick notes, I don't think so.
Read the By-laws, I don't think so.
Have the percentage of CBJ's on the event page, I don't think so.
Have the guranteed prize money listed on the event page, I dont think so.
Hold organizers accountable to pay prize money as advertised, I don't think so. (and to pay at least 5 places)
Have Board members who read the critiques, I don't think so.
Enforce rules and quiet hours, I don't think so.
Have 1st time licensed contest, I don't think so.
Have preferred promoter qualifications, I don't think so.

I could go on. Have most of those been a fight, Yes. Would I do it again? Yes I would. Am I proud of most issues which I have caused to be passed? Yes. Do I have regrets, certainly, who doesn't or who is correct all the time.

Jeff, you and I used to discuss issues, not always on the same side, but could find common ground. No one on this board is a bad person. Yes we do have very diverse opinions. Yes we do have differences. But unlike the US government, we can get issues to a vote and we vote. Once the vote is taken, we ALL support the rule of law of the Board. And for that I am proud of the KCBS Board of Directors.

So quit. No, I am not a quitter. Do I have think skin, well I guess so, read these post. Do I answer everyone who calls or write me personally, Yes, I do.

So in answer to you, Jeff, I am honored to be 1 of 12 members of the KCBS Board of Directors.

Merl

pasquallykc
12-20-2010, 10:08 PM
Sorry to stir up any confusion.
I was responding to one post, and also referenced issues I am facing with another Kansas City Board who is likely far worse then the board of the KCBS.

I have had no experiences either positive or negative with the board of the KCBS.

Jeff_in_KC
12-20-2010, 10:10 PM
I'm going to step out on a limb here and say that while all of these things have happened while you have been on the board, you alone are not responsible for all of them. And when was the last time you walked around during quiet hours? You've never been to any of the events I cook apparently. If you're so proud of all twelve members, why don't you tell us how proud of "all" of them you were the night the mp3 just happened to stop recording during your discussion of the banquet expenses?

HoDeDo
12-20-2010, 10:12 PM
Sorry to stir up any confusion.
I was responding to one post, and also referenced issues I am facing with another Kansas City Board who is likely far worse then the board of the KCBS.

I have had no experiences either positive or negative with the board of the KCBS.

OK, that makes things much clearer. Since you were using "the board" and "a board", I think folks assumed you were speaking of the KCBS board.

thanks for clearing that up. :thumb:

Plowboy
12-20-2010, 10:16 PM
If we just don't vote for any incumbents we'll have 5 new board members this year and four more next year and it'll be a whole lot easier to accomplish than legal proceedings. .

That was supposed to be the plan last year. You see how that worked out.