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  1. If a board member was called into an executive meeting to answer to a specific issue, the member prepared for this issue. The member was then presented with other issues they were not aware of. The issues are being brought to the full board for a vote due to "Questionable Candor". They will meet without the board member and then invite them in either for discussion or after a vote. This information has not been shared. Bylaws state: Any director may be removed from his office by affirmative vote of two-third of all directors at any regular or special meeting (in person or remote) called for that purpose. Members may be removed for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objects, for refusal to render reasonable assistance in carrying out its purposes, or whenever in the directors’ judgment the best interests of the corporation will be served thereby." If the bylaws also state: "The President shall preside at all meetings of the Board of Directors to which he/she is of attendance. The President shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to that office by the Board of Directors. The president will have no formal vote unless there is a tie." There are no policies or procedures outlined for any officer or the role of the officer in question. Only bylaws in place. The entire board is new aside from 2 members, 1 in question to be removed. Questions- Can the President cast a vote to increase an odd number to a 2/3 majority or only in a tie or do they have a vote in this matter? Does a tie apply in a 2/3 required vote? If a tie does not apply, the president does not vote? Does the member in question have the right to know the outcome of the vote in numbers to ensure it was a proper 2/3 and how would they properly ask for this information? Are they able to request to be present during the vote and/or discussion? Current board consists of 9 total directors and officers. 8 minus the member in question. If all are present and the president votes, would the vote need to be at least 6 affirmative to satisfy 2/3 for removal. There seems to be a few different rules of order being violated. The person would have likely stepped down anyhow due to the hostility of the new board but wanted to wait till ensured the new board had the organization's best interests at heart. Can a board remove an officer because they just don't like them? Thank you for any feedback and guidance.
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