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What constitutes the "entire Board of Directors?


Guest Tom Miller

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Guest Tom Miller

The charter of our corporation under the Removal clausestates the following: "Any or all of the directors of the Corporation may be removed for cause by a vote of a majority of the entire Board of Directors." It has been suggested that "... the entire Board of Directors" means the number of directors, including any vacancies on the board. What do you think?

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The charter of our corporation under the Removal clausestates the following: "Any or all of the directors of the Corporation may be removed for cause by a vote of a majority of the entire Board of Directors." It has been suggested that "... the entire Board of Directors" means the number of directors, including any vacancies on the board. What do you think?

The phrase "a vote of a majority of the entire membership" refers to a majority of the members actually serving, not to the number of potential seats. When the latter is meant, the phrase "a vote of a majority of the fixed membership" is used. The standard language for your case would be "a vote of a majority of the entire membership of the Board of Directors." (RONR, 11th ed., pgs. 403-404) The language in your charter is slightly different, and since the charter is a legal document, I would check with a lawyer to determine if it means the same thing.

How can "all the directors" be removed from office if the people voting to remove them are the directors?

Well, a director would make a motion "to remove all the directors," and if the motion was adopted everyone would go home. This doesn't seem to be terribly likely, but it certainly could be done.

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Well, a director would make a motion "to remove all the directors," and if the motion was adopted everyone would go home. This doesn't seem to be terribly likely, but it certainly could be done.

That is why I asked the question. I doubt any member would make the motion, let along vote yes if it means that he/she will be out of offce.

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That is why I asked the question. I doubt any member would make the motion, let along vote yes if it means that he/she will be out of offce.

But, if it's viewed just as a question about what is possible, while following the rules, then it is certainly possible for a majority of the members to cast a vote to dismiss the entire board -- they retain their rights of membership, including the right to vote, until the result of the vote is announced. I guess they might have trouble officially adjourning the meeting after that (since they've just turned themselves into nonmembers of the assembly), but that probably won't inconvenience anyone too much :)

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I guess they might have trouble officially adjourning the meeting after that (since they've just turned themselves into nonmembers of the assembly)

I think the chair could reasonably interpret the motion to also have the effect of adjourning the meeting. It may be best to announce this when stating and putting the question in order to avoid any confusion.

but that probably won't inconvenience anyone too much :)

The failure to adjourn a meeting properly has no parliamentary significance after the fact, but the number of questions we get on the topic suggests that some people are quite troubled by it. In this instance in particular, I imagine the board members in the minority might try to find any detail they can in an attempt to suggest the board's action was invalid. Thus, I think once again it would be best for the chair to state that the motion to remove all the board members will also have the effect of adjourning the meeting - although if the chair fails to do so, this certainly has no effect on the motion's validity.

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