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Removing a Board member / CEO


Guest Daniel Manring

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Guest Daniel Manring

Should a motion be made to remove a board member or board member/officer of the company (CEO) from office, can that Board member vote on the motion, or are they disqualified as being conflicted?

 

Thank you for your help,

 

Dan

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If he is a member of the board, he may vote.  He perhaps should abstain out of a sense of decorum, or whatever, but he has every right to participate in the meeting and to vote if he is a member of the board.

 

Regarding removing an officer, you might look at FAQ # 20:  http://www.robertsrules.com/faq.html#20

 

However, any customized procedures in your bylaws or other rules for removing officers would trump the provisions in RONR.

 

There is also extensive discussion about discipline, removing officers, and expulsion in chapter XX of RONR.  26 pages worth.

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 . . . can that Board member vote on the motion, or are they disqualified as being conflicted?

 

Conflicted? You think this board member might be torn between voting in favor of his/her their removal and voting against it?

 

But seriously, just as a member is free (and usually expected) to vote for himself/herself themself in an election, a member is free to vote against his/her their removal from office (assuming that his/her their rights of membership haven't been suspended due to pending disciplinary action).

 

He perhaps should abstain out of a sense of decorum, or whatever . . . 

 

Whatever.

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