BoardRemovalProcedures

Board Removal Procedures

General

Article 6, section 7 of the By-Laws state:

“A director may also be removed by resolution of the Board if, on a good faith finding by the Board, the director in question shall be in breach of their obligations under their Board Agreement (or similar policy) which they shall have undertaken to adhere to.”

It is pursuant to that provision that this policy has been formulated to ensure that a process which leads to the final sanction of removal is fair to all parties involved and removes any question of arbitrary enforcement.
Definitions
1. Board of Inquiry-
  The Nominating Committee
2. Convener-
  The Board President, Vice -President or Person appointed in accordance with the Procedure outlined below who shall chair the Board of Inquiry.
3. Date of First Notification-
  Either:Defined as one of the following . . .
  1. the date of the Board Meeting or Nominating Committee Meeting at which a complaint shall be made and documented in meeting minutes; .
  2. the later of:
  3. the third working day following the postmark on the envelope containing the original or amended complaint; or or, if
  4. The date that the original or amended complaint shall be delivered by hand, the date of complaint to an SF Pride staff member at the physical office. ; or
  5. the third working day following the postmark on the envelope containing the amended complaint filed in accordance with 6.4.1 of this policy or, if the amended complaint shall be delivered by hand, the date of delivery of such amended complaint.
4. Hearing-
  The meeting of the Board of Inquiry at which the Respondent may speak and at which other evidence may be considered.
5. Period of Inquiry-
  The period between the Date of First Notification and the date upon which the Board of Inquiry shall deliver its decision or the complaint shall be otherwise terminated.
6. Respondent-
  The Board member whose acts or omissions shall be the subject of the inquiry.
Board of Inquiry
1. Composition
  1. The Respondent shall not sit upon the Board of Inquiry.
  2. The Respondent shall be informed in writing or by email by the Convener within 5 working days of the date of first notification of the names of those persons sitting on the Board of Inquiry and, with the exception of the Convener and the Executive Director, the Respondent may each object to one of those persons, who will then be excused from sitting on the Board of Inquiry by the Convener. If by virtue of the Respondent exercising this right or otherwise the number of persons on the Board of Inquiry (including the Convener and the Executive Director) shall be less than five, then at her/his sole discretion the Convener may appoint other Board members to the Board of Inquiry so that there be a minimum of five persons (including the Convener and Executive Director) on the Board of Inquiry.
2. Convener
  The Convener shall be (in order of availability):
  1. The Board President.
  2. The Vice-President, subject to the Board President being unavailable to act in this capacity by reason of illness, absence, or being the Respondent.
  3. The Co-Chair of the Nominating Committee, if any, not being one of the above.
  4. Some other person, being a member of the Board of Directors of the Corporation, appointed by the Board for this purpose within three working days of the date of first notification in the event that the Vice-President and/or Co-Chair shall be unavailable for the same reasons described in III.B.2 above.
3. Role of the Executive Director
  The Executive Director shall be a member of the Board of Inquiry in a record keeping and advisory capacity. They shall not have any decision making or voting authority.
Complaint
1. Authority
  Only the Board or a Board member may file a complaint, but in either case it shall be recorded in the minutes at a meeting of the Board or Nominating Committee, during Executive Session, how the basis for a complaint is established and the specific instances where the Respondent shall be in breach of their obligations under their Board Agreement (or similar policy).
2. Process
  1. Upon establishing the basis for a Complaint the Board/Nominating Committee shall immediately refer the matter to the Board of Inquiry
  2. The Convener and Executive Director shall draft a statement detailing the alleged breach of obligations and mail this to the Respondent and all members of the Board of Inquiry within 5 working days of the date of first notification. This document shall be known as the Complaint Notice and shall not state a proposed remedy. It shall however be accompanied by a copy of this policy and state the date, time and place of the Hearing. The date of the Hearing shall be no more than 20 business daysworking days following the date of first notification. The hearing shall be held on a weekday at 7pm unless the Respondent requests otherwise and such request is agreed to by the Board of Inquiry. The venue of the Hearing shall be the organization’s office unless the Board of Inquiry shall direct otherwise. The venue of the meeting shall be accessible to the Respondent and situate within the City and County of San Francisco.
  3. The Board of Inquiry shall meet within 10 working days of the date of first notification to discuss any interim arrangements which may be required (see section 6.3 below “Interim Arrangements”) and make any other directions for the Hearing including identifying any third parties it wishes to invite to give evidence (oral or written) to the Board of Inquiry. Any interim arrangements which affect the Respondent including the names of any third parties who have been asked to give evidence by the Board of Inquiry shall be communicated by mail to them by the Convener the next business day following such meeting.
  4. Attendance at the Hearing shall be by invitation of the Board of Inquiry only and shall not be open to the public, guests, media or any other person whatsoever. The Respondent shall attend in person by themselves and may upon giving 48 hours written notice to the Convener bring a friend, attorney or other person with them. Such person will attend in ‘observer status’ only and may attend all parts of the hearing which the Respondent may attend whether they are present or not. The Respondent shall have the opportunity to hear all the evidence presented to the Board of Inquiry and may then make a statement of up to 15 minutes in length. The Respondent shall not have the opportunity to question any witnesses. Upon conclusion of their statement the Respondent may be asked questions by members of the Board of Inquiry. Following such questions, the Respondent shall be excused and the Board of Inquiry shall consider its decision.
  5. In making its decision the Board of Inquiry shall first discuss its findings and clearly document its findings of fact in relation to the Complaint. The Board of Inquiry shall then determine whether the Complaint is valid (in whole or in part). If the Board of Inquiry finds that the Complaint is without substance then it shall publicly exonerate the Respondent and apologize for any distress and inconvenience unless the Respondent shall request otherwise. In either event the exoneration and apology shall also be made in writing or by email to the Respondent. If the Board of Inquiry finds that the Complaint is valid, in whole or in part, it shall then determine what remedy is appropriate. Remedies at the disposal of the Board of Inquiry include any one or more of:
    1) Verbal warning
    2) Written warning
    3) Probation
    4) Verbal reprimand
    5) Written reprimand
    6) Termination of Membership (both Board and/or General) and period during which any application for membership submitted by the Respondent will be refused
    7) Permanent Termination of Membership (Board and/or General)
    8) Being relieved of all duties for a period of time
    9) Permanently relieved of all duties
    10) Temporary removal from the organization’s offices for a period of time
    11) Permanent removal from the organization’s offices
    
    Steps c) and higher shall require ratification by the Board of Directors at its next meeting (unless the Board of Inquiry shall request and be granted an extension by the Board of Directors). In determining what action to take the Board of Inquiry shall have regard to:
Any previous infractions by the Respondent
The desire to hurt feelings and create a happy team spirit within the organization as a whole heal and improve the morale of the organization in direct relation to the hearing in question.
Any extenuating circumstances
The record and length of service of the Respondent

The Board of Inquiry shall give a time frame within which any and all of the above steps will be completed, such time frame to be no earlier than the date of ratification by the Board of Directors.
1. Nothing in 4.2.5 shall preclude the organization or any other person seeking further relief through the courts or from reporting matters to the appropriate authorities.
  1. The Board of Inquiry shall advise the Respondent in writing or by email of its Decision within five working days of the Hearing.
  2. Subject to ratification by the Board of Directors, the decision of the Board of Inquiry shall be final and there shall be no appeal notwithstanding the non-attendance and/or non-cooperation (for whatever reason) of the Respondent.
Supplemental Provisions
1. Limitations
  1. The complaint must be in writing or by email, signed by a Board member or certified by the Secretary as being accurate from the minutes of the meeting at which the complaint was made and must be filed in triplicate with the Board President, Executive Director and Secretary by the originator.
  2. No complaint shall be accepted where the breach of obligations referred to occurred more than 6 months prior to the date of first notification.
2. Notices/Address for Service
  1. All notices and communications may be served on any party either in person or by first class mail, fax and/or email at the address currently on record with the organization.
  2. The Board of Inquiry shall not be required to investigate the whereabouts and/or schedule of the Respondent within the Period of Inquiry as the time limits set forth are sufficient to accommodate vacations and other factors.
  3. Any communication received after 5pm on a business day or on a weekend shall be deemed to be received at 10am on the next business day.
3. Interim Arrangements
  1. It may, on occasion, be necessary for the organization to make interim arrangements, prior to the Hearing, to protect the health and wellbeing of either the Respondent or other persons from emotional distress, intimidation and even physical danger. The Board of Inquiry shall have power at its sole discretion, with or without the input of the Respondent and with or without their knowledge and/or attendance, to give interim directions, subject to review at the Hearing, for either one or more of the following:
    1) Suspension of Membership (including not entering upon the organization’s office premises, even for public meetings).
    2) Suspension of Duties (including not entering upon the organization’s office premises).
    3) Reclassify the complaint as a Grievance or Disciplinary Action.
    4) Such other interim arrangements as the Board of Inquiry shall deem appropriate.
4. Amendment/Withdrawal of Complaint
  1. Upon review by the Convener and Executive Director, it may be that the Complaint as filed does not satisfy all the requirements of this policy. If this is the case, then the Convener shall attempt to remedy these deficiencies by either amending the Complaint or refiling the Complaint.
  2. Where the complaint shall have been lodged by a single board member or multiple board members but not by the Board as a whole, they shall have the right at any time up to 48 hours prior to the Hearing, with or without cause, to withdraw the Complaint. In the event of withdrawal, all papers relating to the Complaint shall be sealed in an envelope (which shall be dated) and/or digitally-archived and kept in safe custody by the Executive Director of the organization. Unless another Complaint shall arise against the Respondent, at which time the Board of Inquiry shall determine what action to take in regard to the sealed envelope, the envelope shall be destroyed by the Executive Director in the presence of an independent observer appointed for that purpose by the Board on the second anniversary of the date on the envelope.
5. Confidentiality
  1. All matters relating to any Complaint subject to this policy shall be kept confidential and shall only be discussed by the Board during executive session. This is designed to preserve the reputations of persons who may be a party to any process of investigation pursuant to this policy and to protect the organization from legal liability. The staff of the organization may, of necessity, be privy to matters arising under this policy but shall be required to keep such matters confidential. A breach of confidentiality by the Respondent may hasten removal.
  2. Following the Period of Inquiry the Board may in its absolute discretion decide to release a summary or, in the event of misinformed media attention generated at the behest of an aggrieved party (or otherwise), make a part, parts or whole of the proceedings available to the media in the interests of defending the organization and/or any person or persons within it, ensuring accurate coverage and fair comment.
6. Consolidation/Multiple Complaints
  
  A Complaint shall only be filed against another individual. However, it may be the case that an individual board member may wish to bring complaints against more than one person and that more than one board member may wish to file a complaint against a single individual, and so multiple Complaints may be filed. In such circumstances the Board of Inquiry may consolidate one or more Complaints within a single process and hearing.
7. Commencement
This policy is effective 02.05.02
1. Implied Indemnity
  There shall be a rebuttable presumption that any officer of the Corporation shall be deemed to have acted with the knowledge and consent of the Board in exercising her/his duties and any complaint brought against any officer in relation to that officer’s behavior shall be inadmissible unless it can be shown that the officer was not acting with the knowledge and consent of the Board.

Approved: by the Board 02.05.02