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Hostile Board President and Annual Meeting

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Our non-profit board of directors is having major problems with our President. Our President and Vice President have been making "executive" decisions that go against direct motions and majority votes made by the board. Board members frustrated with their behavior finally took the following action.


At our last meeting a board member informed the entire board that the bylaws state:


The annual meeting of the board of directors shall be held on the second Wednesday of June of each year in our city or at such a place as the board of directors may designate, at a time and place set by the President with the approval of the board of directors. The officers of the board shall be elected by the 2/3 majority of the board at the annual meeting. If the the election is not held at this time it should be held as conveniently as can be.


The President got angry and stated that we did not have time to hold this meeting. It was supposed to held a month before. She saw the writing on the wall as far as being voted out. A board member made a motion that we hold our annual meeting as soon as possible and choose a date to do so. It was seconded, the President refused to call for a vote and tried to adjourn the meeting. A board member stated that a motion was on the table and called for a vote. The vote was unanimous and the President even voted that she was opposed. I know the President is not supposed to vote but she apparently doesn't. We decided on three possible dates and the meeting adjourned. The Secretary sent out the dates for approval and selected a date. The President sent an email that our meeting was not valid and that her meeting would be the following day and a lawyer would be present.


Our bylaws also state that a special meeting can be called by a 2/3 majority of the board, which it was.

Should be hold elections, vote her out of office and show up the next day at the meeting she called and inform her?




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She is stating that the meeting we are holding does not follow the by laws because she

didn't and would not choose a date and time to hold it. Since we made a motion and

voted to have it regardless of her decision she says our meeting is not valid.


Is she correct?

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I'm not surprised she is saying that, but one might argue that the president can only set the time and place if the meeting occurs on the second Wednesday in June. Suffice it to say that there is enough ambiguity in the bylaws that it will require some interpretation. When that happens, it is up to the majority to decide what the correct interpretation is. It seems pretty obvious that the majority of the board has decided that the correct interpretation is that they can call the meeting with or without the president's input.

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