Guest MIKE JACKSON Posted January 22, 2012 at 06:36 PM Report Share Posted January 22, 2012 at 06:36 PM When a special meeting is called to dismiss an Officer does that Officer have to be notified or can the remaining Board just hold meeting and vote to remove Officer without notice. THIS IS SOME HISTORY OF EVENTS, I AM PRESIDENT OF THE BOARD AND THE VP OF BOARD CALLED A SPECIAL MEETING, SOME DIRECTORS WERE ONLY GIVEN 30 MINUTES NOTICE AND THE TREASURER AND SECRETARY WERE NOT IN ATTENDANCE. VP CHAIRED AND TOOK NOTES. MOTION TO DISMISS PRESIDENT (ME) WAS CALLED, SECONDED AND A VOTE WAS TAKEN AND NOT BY "SECRET BALLOT". THE MOTION PASSED UNANIMOUSLY, BUT SINCE ONE DIRECTOR HAS TOLD ME THEY FELT THREATENED BY THUG-LIKE ATTITUDES OF OTHER DIRECTORS SO THEY WENT ALONG WITH VOTE. TWO OF THE DIRECTORS DID NOT UNDERSTAND WHY PRESIDENT WAS NOT IN ATTENDANCE TO SPEAK, SO THEY THOUGHT THIS MAY HAVE BEEN MY REQUEST. BUT IT WAS NOT, THIS IS A POWER MOVE, BECAUSE MOST OF THE BOARD HAS DIFFERENCES OF OPINION WITH MINE.I DO NOT WANT THE POSITION AT THIS TIME, DUE TO THIS ISSUE BUT DO NOT WANT THEM TO GET AWAY WITH ILLEGAL MEETING AND DISMISSAL IF THAT IS WHAT HAPPENED, SO NOT TO SET PRECEDENCE FOR FUTURE DIRECTORS. A MAJORITY OF THE STOCKHOLDERS HAVE CALLED ME AND DO NOT WANT ME TO LEAVE BUT I CAN NOT CONTINUE WITH THIS BOARD. I HAVE ATTACHED SOME SECTIONS OF OUR BY-LAWS.*ELECTION/VACANCIESThe Board shall consist of nine (9) directors, three of whom shall be elected each year to succeed those whose terms expire.Each director shall hold office for a term of three years and until his successor shall have been elected and qualified.A director must be a resident of the State and must have been a stockholder for at least one year.A vacancy, by resignation, death, or otherwise, shall be filled by the remaining directors.Any director thus elected to fill any vacancy shall hold office until his successor is elected and qualified.A successor to fill such vacancy shall be elected at the next annual meeting of stockholders.*MEETINGSAnnual: The Board shall hold its organizational meeting within a week of the annual meeting of the stockholders.Regular: The Board may hold regular monthly meetings at the time and place determined by the Board of Directors.Special: Special meetings of the Board may be held at anytime and place upon call by the President, Vice President, or by any two directors.*BUSINESS AT MEETINGSAt any regular or special meeting of the Board, there may be transacted any business presented for consideration.*QUORUMA quorum of the Board shall consist of a majority of the total number of Directors.*OFFICERSOfficers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer.Offices of Secretary and Treasurer may be held by the same person.President and Vice President shall be chosen from among the Directors. Other officers need not be Directors, but shall be a Stockholder.All officers shall be chosen at the organizational meeting of the Board and shall hold office until their respective successors are elected and qualified.Any office may be removed at any time by the Board. A vacancy in any office may be filled by the Board at any meeting without it being specified in the notice of the meeting.THIS IS SOME HISTORY OF EVENTS, I AM PRESIDENT OF THE BOARD AND THE VP OF BOARD CALLED A SPECIAL MEETING, SOME DIRECTORS WERE ONLY GIVEN 30 MINUTES NOTICE AND THE TREASURER AND SECRETARY WERE NOT IN ATTENDANCE. VP CHAIRED AND TOOK NOTES. MOTION TO DISMISS PRESIDENT (ME) WAS CALLED, SECONDED AND A VOTE WAS TAKEN AND NOT BY "SECRET BALLOT". THE MOTION PASSED UNANIMOUSLY, BUT SINCE ONE DIRECTOR HAS TOLD ME THEY FELT THREATENED BY THUG-LIKE ATTITUDES OF OTHER DIRECTORS SO THEY WENT ALONG WITH VOTE. TWO OF THE DIRECTORS DID NOT UNDERSTAND WHY PRESIDENT WAS NOT IN ATTENDANCE TO SPEAK, SO THEY THOUGHT THIS MAY HAVE BEEN MY REQUEST. BUT IT WAS NOT, THIS IS A POWER MOVE, BECAUSE MOST OF THE BOARD HAS DIFFERENCES OF OPINION WITH MINE.I DO NOT WANT THE POSITION AT THIS TIME, DUE TO THIS ISSUE BUT DO NOT WANT THEM TO GET AWAY WITH ILLEGAL MEETING AND DISMISSAL IF THAT IS WHAT HAPPENED, SO NOT TO SET PRECEDENCE FOR FUTURE DIRECTORS. A MAJORITY OF THE STOCKHOLDERS HAVE CALLED ME AND DO NOT WANT ME TO LEAVE BUT I CAN NOT CONTINUE WITH THIS BOARD. I HAVE ATTACHED SOME SECTIONS OF OUR BY-LAWS.*ELECTION/VACANCIESThe Board shall consist of nine (9) directors, three of whom shall be elected each year to succeed those whose terms expire.Each director shall hold office for a term of three years and until his successor shall have been elected and qualified.A director must be a resident of the State and must have been a stockholder for at least one year.A vacancy, by resignation, death, or otherwise, shall be filled by the remaining directors.Any director thus elected to fill any vacancy shall hold office until his successor is elected and qualified.A successor to fill such vacancy shall be elected at the next annual meeting of stockholders.*MEETINGSAnnual: The Board shall hold its organizational meeting within a week of the annual meeting of the stockholders.Regular: The Board may hold regular monthly meetings at the time and place determined by the Board of Directors.Special: Special meetings of the Board may be held at anytime and place upon call by the President, Vice President, or by any two directors.*BUSINESS AT MEETINGSAt any regular or special meeting of the Board, there may be transacted any business presented for consideration.*QUORUMA quorum of the Board shall consist of a majority of the total number of Directors.*OFFICERSOfficers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer.Offices of Secretary and Treasurer may be held by the same person.President and Vice President shall be chosen from among the Directors. Other officers need not be Directors, but shall be a Stockholder.All officers shall be chosen at the organizational meeting of the Board and shall hold office until their respective successors are elected and qualified.Any office may be removed at any time by the Board. A vacancy in any office may be filled by the Board at any meeting without it being specified in the notice of the meeting. Link to comment Share on other sites More sharing options...
Guest Edgar Posted January 22, 2012 at 07:00 PM Report Share Posted January 22, 2012 at 07:00 PM How is this different from your previous question?And, please, lose the ALL CAPS and red ink. Link to comment Share on other sites More sharing options...
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