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Options to remove board of directors after missing 3 meetings


Guest Amy Spear

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27 minutes ago, Rev Ed said:

Simple, there were 7 directors.  Now there are 6.  3 out of the 6 do not like the President.  Of course, if they came out to meetings and voted against anything the President wanted to do, then there would be a deadlocked Board.  So there is a benefit to attending.

Several organizations that I know of have a clause in the By-laws stating that missing 3 or more meetings in one calendar year without cause (i.e. illness or work obligations) is sufficient for the Board to declare the position vacant.  The Board, if it has the power to do so, could amend the By-laws - or ask the general membership - to amend the By-laws to allow for this.

So, just to clarify, since our bylaws state that a Board Member can be removed after missing 3 meetings without cause,  we do not have to wait for him to receive the letter we issued to him before declaring his position vacant?

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3 hours ago, Guest MYC Board said:

Piggybacking off of the original question regarding Board Members missing meetings, our bylaws state: "Any Board member who misses (3) Board meetings without justifiable cause will be dismissed."  We are currently in the process of updating the bylaws to define "justifiable cause" as work, death of a loved one and illness.  At any rate, a particular Board Member missed 3 meetings and the Board voted to dismiss this member at our last Board meeting.  

The attendance records reflect the following:

March - informed the Board 45 minutes prior to the meeting that he just returned from vacation and would be late, however, he never showed up

April - no call / no show

June - no call / no show

As a result, a certified letter was sent to the member stating that a motion for his immediate dismissal was made and that he could appeal the decision within 14 days, if he desired to do so.  The deadline for appeal was yesterday, June 20th, and we have not received confirmation from the USPS that this letter was successfully delivered.  I'm assuming that another Board Member gave him a heads up because he indicated to our Treasurer that he planned on appealing the decision.  

Our bylaws do not specify sending certified letters vs regular mailed letters, nor does it indicate that the member must receive it.  They state:  "Any member of the Board of Directors may be removed from the Board at any time by a two-thirds vote at a board or special meeting. Any nomination for formal dismissal must be accompanied by justifiable cause in writing for said dismissal. Vacancies on the Board shall be filled by having elections for that position at the next general meeting. If a vacancy still exists after this meeting, the Board has the option to fill the position at its next Board of Director’s meeting."

My question is:  if he technically hasn't received the letter, even though he indicated that he is aware of the situation, do we still have a right to dismiss him from his position effective immediately?

It is up to your organization to interpret its own bylaws.

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On 6/21/2017 at 9:55 AM, Guest MYC Board said:

Piggybacking off of the original question regarding Board Members missing meetings, our bylaws state: "Any Board member who misses (3) Board meetings without justifiable cause will be dismissed."  We are currently in the process of updating the bylaws to define "justifiable cause" as work, death of a loved one and illness.  At any rate, a particular Board Member missed 3 meetings and the Board voted to dismiss this member at our last Board meeting.  

The attendance records reflect the following:

March - informed the Board 45 minutes prior to the meeting that he just returned from vacation and would be late, however, he never showed up

April - no call / no show

June - no call / no show

As a result, a certified letter was sent to the member stating that a motion for his immediate dismissal was made and that he could appeal the decision within 14 days, if he desired to do so.  The deadline for appeal was yesterday, June 20th, and we have not received confirmation from the USPS that this letter was successfully delivered.  I'm assuming that another Board Member gave him a heads up because he indicated to our Treasurer that he planned on appealing the decision.  

Our bylaws do not specify sending certified letters vs regular mailed letters, nor does it indicate that the member must receive it.  They state:  "Any member of the Board of Directors may be removed from the Board at any time by a two-thirds vote at a board or special meeting. Any nomination for formal dismissal must be accompanied by justifiable cause in writing for said dismissal. Vacancies on the Board shall be filled by having elections for that position at the next general meeting. If a vacancy still exists after this meeting, the Board has the option to fill the position at its next Board of Director’s meeting."

My question is:  if he technically hasn't received the letter, even though he indicated that he is aware of the situation, do we still have a right to dismiss him from his position effective immediately?

For some reason, the system is not letting me also quote Josh Martin's last post wherein Josh said, in essence, "it is up to your organization to interpret its own bylaws".  (paraphrasing).  Perhaps it is because the post above by guest MYC is on page one and the post by Josh Martin that I am trying to  quote is on page two.

At any rate, I agree with Josh Martin's response that each organization must interpret its own bylaws, but I think we can safely say that generally, when a rule provides that notice must be "sent" or  "given", the sending of the notice is all that is normally required.  It is not normally necessary that the intended recipient actually receive the notice.  Also, if a rule requires that, for example, notice be sent (or given) to members ten days in advance of a special meeting, sending the notice at least ten days prior to the meeting is all that is required.  It does not matter when.... or if.... the member actually receives it.

Unless your rules require that the member actually RECEIVE notice, such actual receipt is not normally necessary, regardless of whether the notice is sent by regular first class mail, certified mail, email, or some other permissible means. It seems to me that if it can be shown that the member is actually aware of the proceeding, he should not be able to hide behind a claim of not having received the certified letter.   Actual receipt of a notice is usually required only .... or at least primarily.... in legal proceedings where actual notice might be necessary.

Question for Dan Honemann or Shmuel Gerber if either of you read this:  does the forum software not let us use the multi-quote feature to quote a post from page one and also quote a post from page two of a multi-page thread?   I wanted to quote from both posts within one response.  Does anyone else know?

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At the end oif the day, you need to clarify 'justified cause' - but the first meeting is in the grey arey to me.  The member was home and said he would come, but was absent.  But the member just got home from a trip, which normally could count as a reason not to attend.  I'd personally give the member the benefit on that one - the next to meetings are more clear from what you have told me.  

But this is up tho the Board to decide, not me.

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On 6/21/2017 at 8:55 AM, Guest MYC Board said:

 "Any member of the Board of Directors may be removed from the Board at any time by a two-thirds vote at a board or special meeting. Any nomination for formal dismissal must be accompanied by justifiable cause in writing for said dismissal. Vacancies on the Board shall be filled by having elections for that position at the next general meeting. If a vacancy still exists after this meeting, the Board has the option to fill the position at its next Board of Director’s meeting."

Again it is up to the membership to interpret their bylaws but is there anything that states those reasons must be sent to the absent member?  It reads more like if I want to nominate a director for dismissal that I must sent the reasons in writing to the Board.

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On 6/21/2017 at 8:55 AM, Guest MYC Board said:

 "Any member of the Board of Directors may be removed from the Board at any time by a two-thirds vote at a board or special meeting. Any nomination for formal dismissal must be accompanied by justifiable cause in writing for said dismissal. Vacancies on the Board shall be filled by having elections for that position at the next general meeting. If a vacancy still exists after this meeting, the Board has the option to fill the position at its next Board of Director’s meeting."

Again it is up to the membership to interpret their bylaws but is there anything that states those reasons must be sent to the absent member?  It reads more like if I want to nominate a director for dismissal that I must sent the reasons in writing to the Board.

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I am a member and official of an organization and we have the following provision in our Bylaws:

Attendance and removal. If a director or ..., if applicable, fails to attend regular meetings of the board or ..., respectively, for 3 consecutive months, or 4 meetings within a calendar year, or otherwise fails to perform any of the duties as a director or a ..., the office may be declared vacant by the board and the vacancy filled as provided in the bylaws.

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