DrPVSuglia Posted August 27, 2011 at 11:14 PM Report Share Posted August 27, 2011 at 11:14 PM I have called together a special meeting of my BOD to discuss the unprofessional conduct of one of our board members. Does the member in question need to be present at the meeting if his presence means a quorum will be met? Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 27, 2011 at 11:25 PM Report Share Posted August 27, 2011 at 11:25 PM I have called together a special meeting of my BOD to discuss the unprofessional conduct of one of our board members. OK. I assume the bylaws specifically provide for the calling of a Special Meeting and that all of the requirements spelled out in the bylaws have been followed.Does the member in question need to be present at the meeting if his presence means a quorum will be met?Unless the bylaws say otherwise all Board members whether or not they are facing disciplinary actions have a right to attend the meeting. Link to comment Share on other sites More sharing options...
jstackpo Posted August 27, 2011 at 11:59 PM Report Share Posted August 27, 2011 at 11:59 PM "Unless the bylaws say otherwise all Board members whether or not they are facing disciplinary actions have a right to attend the meeting. "... up to the point described in Chapter 20 when an accused is notified of the charges -- p. 637. But you have to do all the preliminary steps. Link to comment Share on other sites More sharing options...
DrPVSuglia Posted August 28, 2011 at 12:08 AM Author Report Share Posted August 28, 2011 at 12:08 AM "Unless the bylaws say otherwise all Board members whether or not they are facing disciplinary actions have a right to attend the meeting. "... up to the point described in Chapter 20 when an accused is notified of the charges -- p. 637. But you have to do all the preliminary steps.My personal preliminary step was to simply tell him his services were not needed. I had been advised that it takes the Board to decide this and that acting unilaterally on my part was not the right thing to do. In that light, he had not been OFFICIALLY removed from the Board. But because of the terroristic threats made against me and another board member by this person, for which the police needed to be called, we feel that it would be a moot point to tell him of this special meeting. We have six members with voting rights, three of which are actual Board members (me and the accused included). This makes for a confusing situation for sure. Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 28, 2011 at 12:08 AM Report Share Posted August 28, 2011 at 12:08 AM "Unless the bylaws say otherwise all Board members whether or not they are facing disciplinary actions have a right to attend the meeting. "... up to the point described in Chapter 20 when an accused is notified of the charges -- p. 637. If the bylaws prescribe procedures for discipline why would the rule on p. 637 apply? Link to comment Share on other sites More sharing options...
jstackpo Posted August 28, 2011 at 12:19 AM Report Share Posted August 28, 2011 at 12:19 AM It, indeed, would not apply, but we haven't seen Dr. Suglia's bylaws so our first assumption is that RONR's rules do apply. Link to comment Share on other sites More sharing options...
DrPVSuglia Posted August 28, 2011 at 01:38 AM Author Report Share Posted August 28, 2011 at 01:38 AM In our bylaws it states, "A board member may be removed for other reasons by a three-fourths vote of the remaining directors." It does not state specific examples, nor does it say that a special meeting must be called to do so. Therefore, can this be done simply by a written "vote" without a meeting? Link to comment Share on other sites More sharing options...
jstackpo Posted August 28, 2011 at 07:05 AM Report Share Posted August 28, 2011 at 07:05 AM Not without a meeting, no.And the member you are trying to remove has the right to attend that meeting, as do all the board meetings. Link to comment Share on other sites More sharing options...
Josh Martin Posted August 30, 2011 at 12:42 AM Report Share Posted August 30, 2011 at 12:42 AM Does the member in question need to be present at the meeting if his presence means a quorum will be met?A quorum must be present, and if you need him to make the quorum, I suppose he will have to be present. Even if he doesn't make or break a quorum, he still has a right to be present (although it is up to him whether he chooses to exercise that right).In that light, he had not been OFFICIALLY removed from the Board. But because of the terroristic threats made against me and another board member by this person, for which the police needed to be called, we feel that it would be a moot point to tell him of this special meeting.He is still a board member and retains the right to be informed of and attend meetings until he is actually removed, however, based on the facts provided, it seems it would be advisable to have police or security at the meeting. He can be ordered to be removed from the meeting hall after he is removed from the board.Therefore, can this be done simply by a written "vote" without a meeting?No, unless your Bylaws provide for such methods of voting. Link to comment Share on other sites More sharing options...
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