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Board Minutes


Guest Amy

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Our organization had an interesting situation.

 

The annual meeting was scheduled by the Board, then the following week the Officers were impeached. The impeached Secretary photocopies their notes and gave the copies to the remaining Board members, who never transcribed them into a Word document. The current Board is demanding the former Secretary to produce the minutes from the last Board meeting before the impeachment. Technically, the Secretary's fiduciary duty ended with impeachment.

1. Does ROO have an opinion on this issue?

 

The other issue is the current Secretary claims there are not drafts of minutes to approve for Board meetings (like 7 months worth). There is a motion from years ago that Shareholders are to receive a copy of the minutes.

1. Does ROO have a opinion on this issue?

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The answer to both your questions is "No, not really."

 

A question:  An "impeachment" is only an indictment  --  it doe not remove someone from office.   So where did you get the statement that "Technically, the Secretary's fiduciary duty ended with impeachment"?

 

You secretary is still your secretary.

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Thanks, I didn't think there was a clear answer to my questions.

Let me make certain I understand this...impeachment is defined as being removed from the "position" of Secretary. Our corporate attorney suggested that the Secretary turn over the position documents to the remaining Board of Directors, which occurred. So the duties of the Secretary were still active and the fiduciary duty did not end?

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Let me make certain I understand this...impeachment is defined as being removed from the "position" of Secretary. Our corporate attorney suggested that the Secretary turn over the position documents to the remaining Board of Directors, which occurred. So the duties of the Secretary were still active and the fiduciary duty did not end?

 

The original meaning of the term "impeachment" is to bring charges against a public official. While impeachment often marks the beginning of a process which may result in removal, it does not necessarily end in removal. For a recent example, President Clinton was impeached, but was not removed from office. Dr. Stackpole was referring to the term's original meeting.

 

I am aware, however, that many organizations (apparently including your own) are unaware of this distinction and use the term "impeachment" to mean removal. If the Secretary has indeed been removed from office, then he has no further duties.

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Josh, there was a 2/3 vote met to impeach Officers, thus impeachment and removal are correct?

 

No. You shouldn't be using the term "impeachment" at all. It refers to bringing charges against a public official. In that context, there is a vote for impeachment, and then (after a trial), there is another vote for removal. They are not the same thing.

 

Whether a 2/3 vote, in and of itself, is sufficient to remove officers depends on your bylaws. See FAQ #20.

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