Is this board of Directors Legal

[Guest May]

Sorry for the long explanation, but not sure how to expalin this any other way:

Our Board of directors was pre approved by our General Counsel (Cousel is composed of current members as per our by-laws for the specific task of approving the new proposed board and nothing else)and then was voted in by the organization's members by casted ballots for the term of one year at our annual member meeting. Now 6 months into the mandate, the board is attempting to remove one of the directors from the board which is against our by-laws and the board is clarily are not following. The director thats being removed from office has contested this and requested a memship meeting to present his case, which our by-laws do allow him to do as long as he has 25 other members sign a petition which he does. Now the board is stating that he can not request this meeting because his membership is not current. So my question is; can they now say that his membership is not current even thou he was approved by the General counsel and the members? secondly; if he is removed from office because his membership is not legal would this not void the appointment of the entire boardof directors sense they were voted in as a board?

[Tim Wynn]

Sorry for the long explanation, but not sure how to expalin this any other way:

Our Board of directors was pre approved by our General Counsel (Cousel is composed of current members as per our by-laws for the specific task of approving the new proposed board and nothing else)and then was voted in by the organization's members by casted ballots for the term of one year at our annual member meeting. Now 6 months into the mandate, the board is attempting to remove one of the directors from the board which is against our by-laws and the board is clarily are not following. The director thats being removed from office has contested this and requested a memship meeting to present his case, which our by-laws do allow him to do as long as he has 25 other members sign a petition which he does. Now the board is stating that he can not request this meeting because his membership is not current. So my question is; can they now say that his membership is not current even thou he was approved by the General counsel and the members? secondly; if he is removed from office because his membership is not legal would this not void the appointment of the entire boardof directors sense they were voted in as a board?

RONR doesn't give the board power to remove its own members. That authority would have to come from your bylaws or some higher governing authority.

[Josh Martin]

So my question is; can they now say that his membership is not current even thou he was approved by the General counsel and the members?

I suspect the board is suggesting that his membership in the society is not current (he is delinquent in his dues). This fact is irrelevant so far as RONR is concerned, since nothing in RONR requires that board members must be members of the society and nothing in RONR suggests that a member's rights are suspended because of delinquency in dues.

secondly; if he is removed from office because his membership is not legal would this not void the appointment of the entire boardof directors sense they were voted in as a board?

If the board adopts a motion removing the individual from office and the Bylaws do not grant the board this authority, the removal is null and void and the individual remains a member. If the board then, for instance, neglects to inform the member of board meetings, then all action taken at such meetings would be null and void. But no, the board's improper actions will not invalidate the election of the board members.

[Gary Novosielski]

Our Board of directors was pre approved by our General Counsel (Cousel is composed of current members as per our by-laws for the specific task of approving the new proposed board and nothing else)and then was voted in by the organization's members by casted ballots for the term of one year at our annual member meeting. Now 6 months into the mandate, the board is attempting to remove one of the directors from the board which is against our by-laws and the board is clarily are not following. The director thats being removed from office has contested this and requested a memship meeting to present his case, which our by-laws do allow him to do as long as he has 25 other members sign a petition which he does. Now the board is stating that he can not request this meeting because his membership is not current. So my question is; can they now say that his membership is not current even thou he was approved by the General counsel and the members? secondly; if he is removed from office because his membership is not legal would this not void the appointment of the entire boardof directors sense they were voted in as a board?

You need to read your bylaws:

• The board typically has no power to remove board members. Boards have only the powers that are expressly listed in the bylaws. If there's no rule in your bylaws that says they can do that, then they can't.
• Members don't just magically become non-members, unless some process has been followed. See what the process is. If it is just a question of dues payments, that does not remove the rights of a member, unless you have explicit rules that say it does.
• Unless your bylaws say otherwise, being a member of the board does not require membership in the society at all! Again, check and see. If there is no such rule, then there is no rule to enforce.
• Even if he's really not a member of the society (as opposed to a member of the board) and even if he is not entitled to call for a special meeting of the society, he can always get 26 signatures instead of 25, and have someone else call the meeting. But if you follow the points above, you may not need a meeting at all.