Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director. The alternate director explicitly cannot vote.
In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Registrar. It notes that the Registrar is selected by the Board, just like the VP/Sec/Treas, but the Registrar is not required to be a board director. If not a board member, then "If a member appointed, the Registrar shall have no rights of an elected director and shall be considered an "Advisor to the Board of Directors.""
Removal of "Officers" is covered under the Disciplinary Article, but the question of the board is whether the current Registrar, who is NOT a current Director (she is the Alternate Director) can be removed by a vote of the Board, or whether the disciplinary procedures must be followed. The confusion arises because the section listing the Officers does not include the Registrar, yet the section listing the duties of Officers does.
Clarifying this ambiguity is on my list of proposed amendments next June, but what is the proper procedure today? I am the Parliamentarian chosen by the board to attend meetings and offer advice. I am not a Director. I informed the President that I felt that removal of the Registar would require that he follow Disciplinary Procedures and not just a 2/3 vote of the board.
Thank you for your input.