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Board Member threatens to sue Board


Guest ralph

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One member of a nine member board is declaring the Board illegal and is proceeding with a law suit. Can he be barred from meetings because he is hostile to the Board and any discussions by the Board on matters in dispute will be used against the Board in the law suit? Business will be stifled and members cannot speak freely with him in attendance.

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One member of a nine member board is declaring the Board illegal and is proceeding with a law suit. Can he be barred from meetings because he is hostile to the Board and any discussions by the Board on matters in dispute will be used against the Board in the law suit? Business will be stifled and members cannot speak freely with him in attendance.

If he is a Board member he has a right to attend Board meetings. I suppose you could ask him to not attend the meetings (I would be surprised if he agreed) or you could try to remove him from the Board (see FAQ #20 for details). However, since he is already suing the Board I would be wary of taking any actions that might add ammo to his case.

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One member of a nine member board is declaring the Board illegal and is proceeding with a law suit. Can he be barred from meetings because he is hostile to the Board and any discussions by the Board on matters in dispute will be used against the Board in the law suit? Business will be stifled and members cannot speak freely with him in attendance.

Seconding the recommendation to read FAQ #20, I think it is perfectly reasonable that being a party to legal action against the Board should disqualify one from serving on the Board. In fact, in my state this is a legal barrier from serving on a public body, as is being a party to a contract with that public body.

But in a private society, unless he bylaws specify detailed qualifications (and disqualifications), your assembly will decide what is and is not cause for removal from office. You have a certain amount of latitude. If your society decides that having someone who is suing you sit in on (and even vote on) deliberations of the defendant Board is a good reason for removal from office, I don't know who would blame you.

You'll really need to study FAQ #20, and Chapter XX (coincidentally also 20) in RONR and get a good understanding of the process. Have your bylaws handy because any discipline procedures in the bylaws supersedes RONR.

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I would add some caution: the other members may wish, as individuals, to consult a lawyer in dealing with the removal of this Board member prior to any attempt. Depending on the nature of the lawsuit, it could hurt the Board more at trial if they try to remove the member than if they left him on the Board. In any case, it might look politically motivated, and not a sound decision - so whatever the Board decides, I strong recommend caution.

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