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Steve McFarland

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  1. We are a non profit., Mutual benefit Corporation in California. Davis and Sterling Act. Removing- Changing Officers: Power to Remove Officers: As a result boards may change officers at anytime, with or without cause. If a board decides that the person serving as president, secretary, or treasurer has become disrupted or is no longer effective, the board may remove that person from that office and appoint another director to fill the position. No warnings need to be given to the person and no hearings are required since the changing of officers does not fall under the umbrella of rule violations and monetary penalties which require due process. Normally, the appointment of new officers would take place in open session. However, discussion may take privately in executive session if the matter involves potential legal issues. Removed Officers: Removing a director from an office is not the same as the board declaring a seat vacant or the membership recalling a director. Director's who are removed as an officer continue to serve on the board with all the rights and privilege's of a director. The only thing in our Bylaws is Appointment and Resignation: The Board of Directors shall elect from its own body the officers of this Corporation. Any officer shall serve until completing the elected term, or at such time that the board shall determine. Resignation by an officer may be as a Director as provided in section 4-11. An officer may continue to serve as a Director but resign from office by written notice to the board. In either event the board shall elect a replacement from the members of the board.
  2. I have read that the board of Directors can remove any executive officer without cause. How can this be done without them finding out ahead of time. Can this be done at an Executive session without being on the agenda.
  3. I am on a non profit board. I stepped down as president a month ago due to personal reasons. I am still on the board. The new president and I do not get along. She has requested a private board meeting for the executive officers only tomorrow. Can she keep me and two other board members from attending this meeting
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