Prior notice of resolution to remove directors

[Guest Guest]

Is a notice requirement in the bylaws considered a "rule" than can be suspended at a general meeting?

[Dan Honemann]

Is a notice requirement in the bylaws considered a "rule" than can be suspended at a general meeting?

 

Rules protecting absentees cannot be suspended.

 

It should be noted, however, that a rule requiring previous notice of a motion simply in order to enable its adoption by majority vote (such as the rule in RONR, 11th ed., p. 653, ll. 30-34, relating to the vote requirement for removal from office under certain circumstances) is not a rule protecting absentees.

[Guest Bill]

Is a notice requirement in the bylaws considered a "rule" than can be suspended at a general meeting?

To clarify: absentees who are affected by the resolution? Obviously there are absentees any meeting.

[Dan Honemann]

To clarify: absentees who are affected by the resolution? Obviously there are absentees any meeting.

 

I think we need to know exactly what rule we are dealing with in order to fully respond to the question asked.

[Guest Bill]

Sorry Dan, I failed to identify myself in the OP. I am a novice, and this forum has been very instructive.

 

We want to remove director x by suspending the rule in the bylaw requiring notice. I now know this is not permitted, and I think I understand why: the bylaw requiring notice is a general principle protecting absentees (obviously in need of protection!) and the rule cannot be suspended in a particular instance simply because the director involved may, in fact, be present.

[Dan Honemann]

I suggest you become a member in order to make future participation in this forum much less work. It's very easy to do and doesn't cost a thing.

[Gary Novosielski]

Sorry Dan, I failed to identify myself in the OP. I am a novice, and this forum has been very instructive.

 

We want to remove director x by suspending the rule in the bylaw requiring notice. I now know this is not permitted, and I think I understand why: the bylaw requiring notice is a general principle protecting absentees (obviously in need of protection!) and the rule cannot be suspended in a particular instance simply because the director involved may, in fact, be present.

Protecting absentees doesn't refer to the director, it refers to people who might have attended the meeting to vote, if they knew that a particular issue was being voted on, but who stayed away because they counted on the fact that it would not be. 

 

So you can't just show up and suspend the notice requirement.  People who are there clearly don't need notice--it protects those who are not there.

[William Kennedy]

Protecting absentees doesn't refer to the director, it refers to people who might have attended the meeting to vote, if they knew that a particular issue was being voted on, but who stayed away because they counted on the fact that it would not be. 

 

So you can't just show up and suspend the notice requirement.  People who are there clearly don't need notice--it protects those who are not there.

That logic would suggest that a notice of any meeting should include all business to be considered, protecting absentees in all instances.

[Dan Honemann]

That logic would suggest that a notice of any meeting should include all business to be considered, protecting absentees in all instances.

 

No, it doesn't.

[Gary Novosielski]

That logic would suggest that a notice of any meeting should include all business to be considered, protecting absentees in all instances.

It might suggest that it might be "nice", but in fact it is the rules that determine when notice is required and when it's not.

[William Kennedy]

No, it doesn't.

So, just particular business, as defined by the bylaws or rules or law?

[Josh Martin]

So, just particular business, as defined by the bylaws or rules or law?

 

Yes.

[Dan Honemann]

So, just particular business, as defined by the bylaws or rules or law?

I'm afraid this is all missing the point. 

 

If you are the OP, it would be helpful if you set out exactly what the rule you initially referred to says.

[William Kennedy]

I'm afraid this is all missing the point. 

 

If you are the OP, it would be helpful if you set out exactly what the rule you initially referred to says.

Point taken. It was a bylaw, not a rule. I can see how easy it is to get sidetracked.

[Dan Honemann]

Point taken. It was a bylaw, not a rule. I can see how easy it is to get sidetracked.

Well, we still need to know exacly what it says in order to properly respond to your question.

[William Kennedy]

Well, we still need to know exacly what it says in order to properly respond to your question.

Its says: Members by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his/her term of office.

 

It's a bylaw; there is no question involving the rules. If it were otherwise, it could not be suspended in any case because it would then be a rule protecting absentees.

[Dan Honemann]

Its says: Members by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his/her term of office.

 

It's a bylaw; there is no question involving the rules. If it were otherwise, it could not be suspended in any case because it would then be a rule protecting absentees.

Yes, I agree that this requirement of notice protects absentees, and cannot be suspended.