Removal of a CVCBD Board Member is never "without cause"

The following is by another voice from Charles Village – Pamela Wilson

Because it is a governmental entity that is supported by a surtax and is not a community association or a corporation, the Charles Village Community Benefits District's Board of Directors must present its bylaw changes to the Board of Estimates for approval as is required by the enabling legislation.  One of the egregious changes to the bylaws in 2011 was the section adding the ability to remove a board member "without cause".  Since that time new board members have been uncomfortable with this and recently attempted to have the board's power to remove any member "without cause" deleted from the bylaws.

If you think about it rationally, there can never be a removal of a board member "without" a cause.  There must be a "cause" behind why anyone would propose to remove another board member.  A "without cause" removal seeks only to hide the cause.

Think of a scenario where a board member or a committee proposes to the board membership that Mary Smith or John Alden be removed from their seat on the board "without cause".  What would the rest of the board think?  Is it "How embarrassing? What did she/he do?"  Is it "Maybe they'll pick on me next?"  "Maybe I'd better not say anything."  "Maybe I'd better vote on anything the Executive Committee puts forth, even if I believe my constituents or my organization objects to it." 

It is my opinion this exposes the board to a greater risk of a law suit than would be if someone were to be removed "with cause".  If someone is removed "with cause" the reason would be stated publicly and would be based on a sufficiently serious issue, such as the person is found to be ineligible to fill a seat under the City's law, or the person has committed an act that is either criminal or so vile as to warrant removal such as harassment or threatening other community members.  The board member would then have the opportunity to exonerate him/herself by way of publicly arguing against the complaint/reason for the removal.  Should the person then sue the CVCBD board for his/her removal, the board would be able to defend itself in court and should be covered by its insurance since it acted in good faith in removing the individual. 

If someone is removed from the board "without cause", it must mean that the board members voting for this removal are doing so for a reason that they do not wish to publicly acknowledge.  This would be unfair to the entire Board membership.

While the bylaws state that "A Board member may be removed without cause by a vote of two-thirds (2/3) of the voting Board members.  Such Board member and the association, organization or officials, if any, that appointed the Board member, shall be given no less than ten days' notice of the meeting at which his or her removal is to be considered, and shall have the right to appear and speak on his or her behalf", how can they address the issue for the removal if they do not know the "cause" (reason) for the removal? The person removed thusly can sue the board claiming removal because he/she believes the removal was a result of discrimination issues of race, religion, age, sex, disability or other prejudices resulting in the removal.  Then the board will have to acknowledge in court the reason behind the removal and most likely will lose the case, possibly resulting in a substantial fine for discrimination.  Those board members voting for the removal will not even know what the real reason is behind why the member was removed and may be caught in a discrimination or other law suit without realizing what they were supporting in voting to remove the board member.  This is the real danger in such a removal and it is very questionable whether the CVCBD's Officers and Directors Insurance would cover the costs of defending a law suit with a hidden agenda behind a "without cause" removal of a board member.

It would appear that the only reason why a governmental entity, to be run by a board made up of community people, would want to remove or to have the ability to remove another board member WITHOUT CAUSE could only be to exert power over all the board members through intimidation.  This is not what the CVCBD board members want.   Actions by some of the new board members  to have the "without cause" clause in the bylaws removed demonstrates their wish to run the CVCBD properly for the good of the whole community.