Guest Eldon Arensdorf Posted February 24, 2015 at 10:35 PM Report Share Posted February 24, 2015 at 10:35 PM With no language in the bi- laws for removal can the rest of the elected board of directors remove a director because of missing meetings ? (I go south for winter for three months) Can I have someone represent me at a meeting as if I was there ? Link to comment Share on other sites More sharing options...
Richard Brown Posted February 24, 2015 at 11:10 PM Report Share Posted February 24, 2015 at 11:10 PM Having someone represent you as a board member by proxy is forbidden unless your bylaws specifically authorize it or state law requires it. Officers (and directors) can be removed, but the process will likely depend on your bylaws. It may be that only the general membership can remove board members. The answer to the following Frequently Asked Question might be helpful as a starting point: http://www.robertsrules.com/faq.html#20 In addition, chapter XX of RONR has 26 pages regarding discipline and removal of officers. Link to comment Share on other sites More sharing options...
Bruce Lages Posted February 24, 2015 at 11:15 PM Report Share Posted February 24, 2015 at 11:15 PM If there is actually nothing in your bylaws regarding removal of directors (and you should read them carefully to make sure of this) and RONR is your parliamentary authority, then I would say that the power to remove a director would rest with the general membership. Are the directors elected by the general membership? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 24, 2015 at 11:35 PM Report Share Posted February 24, 2015 at 11:35 PM With no language in the bi- laws for removal can the rest of the elected board of directors remove a director because of missing meetings ? (I go south for winter for three months)Since you say the bylaws are silent on this subject, the Board of Directors cannot remove a member of the board for any reason, unless the board elects its own members.Can I have someone represent me at a meeting as if I was there ?No, unless your bylaws permit (or applicable law requires) the use of proxies for the Board of Directors. Link to comment Share on other sites More sharing options...
Richard Brown Posted February 24, 2015 at 11:45 PM Report Share Posted February 24, 2015 at 11:45 PM I agree with Bruce and Josh regarding whether your board can remove you from office. In my initial response, I overlooked (or forgot) your opening words "With no language in the bi- laws for removal". I agree that if your bylaws are silent about removal of officers or directors, then only the general membership can remove directors unless the board itself elects the directors. I doubt that is the case. Link to comment Share on other sites More sharing options...
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