I am on the executive board of a small nonprofit group - we have a total membership of about 100 members. There are 7 members of the executive board and they are all elected by the members for 2 year terms. ***Please note, I have read FAQ #20 and still need further clarification. Our bylaws state that Exec Board members are elected for 2 years “or until [the officer's] successor is elected,” so I understand that means the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice. But the President seems to think just the Exec Board can vote the person off the Board***
We have an issue right now that the elected President doesn't like one of the other Exec Board members and has unilaterally sent that person an email requesting that they resign or if they don't resign, the President will have the Exec Board vote off that Board Member.
1. Our bylaws mention nothing about the Exec Board being able to remove a Board Member; and the Board Member was elected by the total members, so shouldn't the total members be the only ones with the power to vote out an elected Exec Board member?
2. Also, was the President in order to send this email requesting a resignation of an Exec Board Member without discussing it with the Exec Board? Does the President need a vote/approval by the Exec Board to request a resignation?
3. To make things worse, our Bylaws somehow state that a quorum is just 3 members of the organization - so tiny - not even a majority of the Exec Board itself. Does that mean that the President can call a special meeting for the purposes of voting off this Board Member and then as long as 3 people show up and 2 (including the President) vote the Board Member off, then it's legit?
4. Do you suggest trying to change our bylaws to raise the quorum? And also perhaps to specify that Board Members can only be removed by a 2/3 vote of the entire membership, not just a quorum at a specific meeting? Or only at least a 2/3 vote at a regular meeting only, not a specially called meeting for a specific purpose? We generally have at least 20-30 members show up at our regular monthly meetings - but if a special meeting was called, there might not be much turnout. We usually never have conflict so this targeting of a specific Board Member by the President is unexpected and the bylaws don't seem to be written considering that this type of thing will be happening. Thanks!