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Removing a Board member for poor attendance


Guest Mike

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The following is the wording of one of our Bylaws.

Board members who fail to attend three regular meetings in a fiscal year may be dropped from the Membership on the Board of Directors at the discretion of the Board.

My question is how do you go about dropping this person from the Board of Directors?

In the absence of instructions in the Bylaws as to how to go about removal,is there anything in RRO refering to this situation?

Would we have to have a special meeting for the purpose of voting on the removal and what would it take to remove this person,a majority or a Two thirds vote?

We have one person that misses three consecutive meetings every year.We have one other that has missed three consecutive and probably won't be to the next.It's election time comming up and severel of us would like to get new Board members that would take their committment more seriously.We just don't know how to remove these two from office even though the Bylaws give us grounds for doing so.(the two mentioned have one year left of their term)

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Would it require a majority or a two thirds vote?

Well, that's a good question. Removal for cause in RONR normally requires a 2/3 vote, but there is no rule in RONR that directly addresses attendance, and the rule in your bylaws would supersede it anyway.

Normally the "discretion of the board" implies no more than a majority vote, and that's what the rule appears to say.

But stay tuned here for more opinions on that. There could be a more obscure rule that I'm not coming up with at 2:30 in the morning.

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Normally the "discretion of the board" implies no more than a majority vote, and that's what the rule appears to say.

I agree. If the Bylaws authorize the board to take a specific action, it is assumed that a majority vote is sufficient unless the Bylaws state otherwise. What is said in RONR, 10th ed., Ch. XX doesn't apply here as the organization has customized rules for this instance.

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And I trust your bylaws carefully define "attendance"...

How late can you show up and have it still "count"? How soon can you leave?

If you sleep through the meeting does that count? Suppose someone comes but neglects to sign in (if that is your "policing" method)? Or signs someone else's name, as a "favor"? Who is tracking all this? Has he a grudge against some members and, shall we say, "shades" the attendance list.

Good luck!

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