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Removal of a Director of the Board


Guest Concerned Citizen
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Guest Concerned Citizen

Our Bylaws state that "The office of director shall be automatically vacated:  If at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that the director be removed from office".

My questions are as follows:

1.  A Special Meeting has been called by the BoD but not for this purpose.   Can the membership bring forward a Resolution at this meeting to remove 2 directors? 

2.  Do we have to provide advance notice of our intentions?

3.  Do we need to state the Cause?  It does not say a cause is needed in our bylaws, just a resolution passed by 2/3's of the membership.

Thank you

 

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23 minutes ago, Guest Concerned Citizen said:

1.  A Special Meeting has been called by the BoD but not for this purpose.   Can the membership bring forward a Resolution at this meeting to remove 2 directors? 

No, it would have to be in the call of the meeting. Also, it would have to be at a membership meeting.

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23 minutes ago, Guest Concerned Citizen said:

Our Bylaws state that "The office of director shall be automatically vacated:  If at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that the director be removed from office".

My questions are as follows:

1.  A Special Meeting has been called by the BoD but not for this purpose.   Can the membership bring forward a Resolution at this meeting to remove 2 directors? 

2.  Do we have to provide advance notice of our intentions?

3.  Do we need to state the Cause?  It does not say a cause is needed in our bylaws, just a resolution passed by 2/3's of the membership.

Thank you

 

Answer to Question  1:  No, not unless the removal of the director is listed as an item of business in the call of the special meeting. 

Answer to Question 2:  Yes, since the bylaws seem to say that removal can only be accomplished at a special meeting of the members and RONR requires that all business to be transacted at a special meeting be listed in the call of the meeting.

Answer to Question 3:  In my opinion, you do not need to state the cause for removal since the removal provision does not mention removal for cause.

My answers are based on the small snipped from your bylaws that your quoted and on the rules in the 11th edition of RONR.

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While cause may not need to be stated in the call for the meeting, it is not likely that 2/3 of the members present at this special meeting would just vote to remove a board member without some idea of why this action is considered necessary.  Those who want these board members removed had better be prepared to state their case when the resolution is presented if they want to succeed.

Edited to add - reference to two directors, not one.

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Guest Regarding removal of Direc

The Special Meeting was not called for this purpose but these two directors were involved in decisions that the membership disagrees with.  So, can we add this Resolution to the Agenda then?   And, how much notice do we need to provide?

Thank you

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Guest Removing a Member

We also are looking at our Bylaws and note  that "the Membership may by Resolution passed by at least two thirds of the votes cast at a Special Meeting of which six days notice has been given specifying the intention to pass such resolution, remove any member from membership in our organization".

1.  Could we add this Resolution to the original Special Meeting with a Notice 6 days prior that this is our intention?  This was not included in the original notice of the special meeting so we just want to make sure we're following the rules.

2.  While the Bylaws says "specifying the intention to pass such resolution", I assume we need to name the persons and do we have to name the misdeeds or can we bring them up at the special meeting?

Thank you again.

 

 

 

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Guest Who's Coming to Dinner

I would issue a revised call for the special meeting, provided that you can do it with whatever notice is required by your bylaws. You only need six days for the removal resolution, but RONR says you are limited to transacting the business announced in the call.

Your organization will have to interpret what "such resolution" means. It hardly seems fair to me to give notice and not mention who you want to kick out. Technically, if you only say "we are going to debate a resolution to remove some members," then anyone could become the target of your resolution by amendment. It would be unwise to publish the accusations in your notice; the particulars should be discussed in only executive session.

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