Removing directors.

[Guest PHHope]

Please forgive me if I'm asking this question at the wrong place.

I'm a member of a non-profit group, some of the members and I would like to remove some directors. The directors do not communicate with membership, refuse to answer questions, will not answer emails, decided to only hold meetings with membership 4 times a year....and the list goes on!

So to my question, we know when not mentioned in our bylaws we refer to Robert's Rules. After reading the frequently asked questions (#20) we believe we can remove a directors. What we're confused on is what under Robert's Rules could be considered "establish a procedure for removal from office".

Our bylaws only state:

Section 5.6 Removal of Directors

Any Director may be removed from office by affirmative vote of seventy-five percent (75%) of Directors present at any official meeting with just cause, including, but not limited to, absence at three (3) consecutive scheduled meetings.

We don't know if Robert's rules considers this an ""establish a procedure for removal from office". because it does not state this is the only way a Directors can be removed, it only state this is a way a director "may" be removed.

Have we over thought this?

[Robert B Fish]

Unless you are a member of the Board, you would not be able to participate in an action under Section 5.6. IMO, the membership would still have the right to remove a director from office. The procedure would depend on your bylaws, as you have discovered from FAQ#20.

-Bob

[Guest GcT]

Maybe it's subconscious envy but I find I've been disagreeing with Mr Fish much more since he became famous. Perhaps this will change with the recent (or current) publication of the Eleventh Edition of RONR yesterday afternoon, which will help him and me to iron out our differences.

In this instance I agree that only the board can use Section 5.6 to remove officers, but I would be reluctant to opine, as he did, that the membership retains the right to remove directors.

Maybe they should retain it. I would hope so. But whether it's so depends on what the bylaws mean, and in this instance, on what they mean when they don't say. It could be argued that the bylaws have, indeed, established a (i.e., "THE") procedure for removal from office, and that procedure is, plain and simple, Section 5.6.

So this would then be a bylaws-interpretation question, which the membership itself would resolve.