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Removing a board member from a non-profit


Guest Thomas

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What if the member is a president who is undermining committees, lying, manipulating, and defaming other board members? Refusing to respond to board matters, motions, votes, etc? Nothing? Because of the by-law that requires a unanimous vote for removal?

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Does that (s) allow for two people to be voted off at once? And prevent them from being able to vote?

SECTION FROM BY-LAWS

REMOVAL OF DIRECTORS: At a meeting of the directors, any director may be removed, for or without cause by unanimous vote of the directors less the vote of the directors(s) proposed for removal: provided that the director proposed for removal has been given notice of the proposed removal. Such notice shall be delivered not less than 7 days before the date of the director’s meeting, at which the removal vote is taken, either personally or by mail to the director proposed for removal. If mailed it shall be deemed to be delivered when deposited in the US mail addressed to the director at his or her address as it appears on the records of the corporation with postage prepaid.

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I believe Thomas meant preventing them from voting on their own removal, per the "by unanimous vote of the directors less the vote of the directors(s) proposed for removal:" clause he cited.  Would that possibly change your answer to #2, without asking you to interpret that bylaws snippet?

 

Yes, thanks. I missed that important clause. I wonder what happens if one member proposes that all the other members be removed. 

 

And the word "director(s)" changes my answer to #1 from "possibly" to "yes".

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