Removal of a director

[Guest Tova]

There is nothing in our P and P that states the procedure for removing a director.  Our Constitution and By laws however states that:

Ordinary Membership

"An ordinary member ceases to be a member in good standing when the conduct of such a member is considered to be improper, unbecoming, or likely to endanger the welfare, interests, or character of the Association, or when a member willfully commits a breach of the By-laws or rules of the Association. No member shall be expelled without first having been notified of the charges against him/her, and then given the full opportunity of having been heard by the full executive and Joint Committee at a meeting called for that purpose. Such notification shall be sufficient if mailed to member’s usual address by registered mail at least ten days prior to meeting. An ordinary member may be expelled from the Association by a special resolution carried by no less than 75% of the members attending the Annual General Meeting or a special general meeting of the Association Every member shall uphold the constitution and comply with these bylaws."

and it states in regard to The directors:

Part 3 - The Directors A. General 1. The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to a) all laws affecting the society; these bylaws: and c) rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting. 2. The directors shall retire from office at each annual general meeting when their successors shall be elected. 3. Separate elections shall be held for each office to be filled. 4. An election may be by acclamation; otherwise it shall be by ballot. 5. If no successor is elected the person previously elected or appointed continues to hold office. 6. The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors. 7. A director so appointed holds office only until the conclusion of the next following annual general meeting of the society, but is eligible for re-election at the meeting. 8. If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director. 9. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office. 10. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

So my question is does the procedure for removing a "member" apply to removing a director?

I know this is lengthy I just wanted to include the pertinent section of our Constitution and Bylaws.

Thanks 

[Edgar Guest]

So my question is does the procedure for removing a "member" apply to removing a director?

 

Not necessarily.

 

I haven't read the bylaws you've cited (I'm sure others will) but if you remove this person as a member it's likely he'll no longer be a director (assuming your rules require that directors must be members).

 

See also FAQ #20.

[SaintCad]

I haven't read the bylaws you've cited (I'm sure others will) but if you remove this person as a member it's likely he'll no longer be a director (assuming your rules require that directors must be members).

 

Suppose the bylaws merely state that a person cannot be elected to be a director.  Then I assume removing them as a member would still mean they are a director.

[Dan Honemann]

Suppose the bylaws merely state that a person cannot be elected to be a director.  Then I assume removing them as a member would still mean they are a director.

 

Huh?