special meeting to remove a board member

[wwdslovene]

Our board (with 19 directors currently) has called a meeting for the sole purpose of discussing the removal of one of its colleagues.

We fully expect the majority who attend to vote for removal. I note in passing that ours is a voluntary non-profit organization (501c3).

The charge is that our board has the fiduciary obligation to remove this person because a significant majority of board members has expressed

its unwillingness to work with this person in any capacity, and our bylaws require that every board member serve on at least one committee. The "accused" has asked to bring a lawyer to "observe" the proceedings. Pp 630-631 does not address the issue of a lawyer being present.

May the person bring a lawyer, and may that person speak?

[Tim Wynn]

Our board (with 19 directors currently) has called a meeting for the sole purpose of discussing the removal of one of its colleagues.

We fully expect the majority who attend to vote for removal. I note in passing that ours is a voluntary non-profit organization (501c3).

The charge is that our board has the fiduciary obligation to remove this person because a significant majority of board members has expressed

its unwillingness to work with this person in any capacity, and our bylaws require that every board member serve on at least one committee.

Some might argue that this person is set to be removed because other board members are refusing to do their jobs.

The "accused" has asked to bring a lawyer to "observe" the proceedings. Pp 630-631 does not address the issue of a lawyer being present.

May the person bring a lawyer, and may that person speak?

You might want to look at p. 638, l. 10-15, since you're already nosing around in the Disciplinary Procedures section.

[Gary Novosielski]

The charge is that our board has the fiduciary obligation to remove this person because a significant majority of board members has expressed

its unwillingness to work with this person in any capacity, and our bylaws require that every board member serve on at least one committee.

I would say that your board has the obligation to remove those board members who have expressed an unwillingness to work.

[Tim Wynn]

I would say that your board has the obligation to remove those those board members who have expressed an unwillingness to work.

Gary, as long as we're removing things, you might want to remove one of those "thoses."

[Gary Novosielski]

Gary, as long as we're removing things, you might want to remove one of those "thoses."

gladly.

[Shmuel Gerber]

I would say that your board has the obligation to remove those board members who have expressed an unwillingness to work.

I've noticed a slightly disturbing trend lately, whereby some of the responders are criticizing the actions of those involved in the question, rather than providing procedural answers.

While that's often more fun (for the responder), it's also less helpful (for the original poster).

[Gary Novosielski]

I've noticed a slightly disturbing trend lately, whereby some of the responders are criticizing the actions of those involved in the question, rather than providing procedural answers.

While that's often more fun (for the responder), it's also less helpful (for the original poster).

I don't think it's a question of "fun", but it does raise the question of whether we are expected to "take the side" of the original poster (assuming we know what that is, in any given case.)

In this case, there appears to be a duly elected board member who is being threatened with removal on arguably trumped up "fiduciary" grounds, when in fact it is not he, but the others on the board who are refusing to perform their duties. It is not helpful to anyone to suggest a nifty procedural method to carry out something patently improper.

[Tim Wynn]

I don't think it's a question of "fun",

Wa-what? It's always a question of fun.

but it does raise the question of whether we are expected to "take the side" of the original poster (assuming we know what that is, in any given case.)

I don't think there is any such expectation.

In this case, there appears to be a duly elected board member who is being threatened with removal on arguably trumped up "fiduciary" grounds, when in fact it is not he, but the others on the board who are refusing to perform their duties.

There's the real point. We can't know what's happening. We're only hearing from one subjective perspective. Perhaps a more liberal spattering of the word "if" would cause Shmuel's concerns to dissipate.

It is not helpful to anyone to suggest a nifty procedural method to carry out something patently improper.

We do our best with what we have.

[David A Foulkes]

The OP asked one simple question, which Tim answered (and then some) in reply #1. The rest was just zebras.

[Josh Martin]

May the person bring a lawyer, and may that person speak?

Whether the lawyer may be present or speak are both at the discretion of the board.

By the way, do your Bylaws authorize your board to remove its own members by majority vote, and are there any restrictions on why members may be removed?

I don't think it's a question of "fun", but it does raise the question of whether we are expected to "take the side" of the original poster (assuming we know what that is, in any given case.)

We are not expected to take anyone's "side." Our role is to address the parliamentary issues raised by the original poster.

In this case, there appears to be a duly elected board member who is being threatened with removal on arguably trumped up "fiduciary" grounds, when in fact it is not he, but the others on the board who are refusing to perform their duties. It is not helpful to anyone to suggest a nifty procedural method to carry out something patently improper.

I'm not sure that it's "patently improper." Since the society appears to have a customized disciplinary procedure, it's quite possible that board members may be removed "without cause." It might not be the "right" thing to do, but that is for the society to determine in the next election (or perhaps sooner).