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Guest QBIC

REMOVAL OF ALL DIRECTORS

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Guest QBIC

The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year.  Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws?  If so, how do you refill positions without the organization ceasing to exist?

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19 minutes ago, Joshua Katz said:

What exactly do they say?  Please give the precise language. 

1.      The Board of Directors shall consist of twenty (20) members of the Association elected by the membership for a three (3) year term. There will be thirteen (13) general Board of Directors, in addition to, the President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms, Football Commissioner and Cheerleading Coordinator.

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In that case, you will have to follow whatever disciplinary procedure is in your bylaws if you wish to remove directors (or, failing that, the disciplinary procedure in RONR, chapter XX).

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8 hours ago, QBIC said:

1.      The Board of Directors shall consist of twenty (20) members of the Association elected by the membership for a three (3) year term. There will be thirteen (13) general Board of Directors, in addition to, the President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms, Football Commissioner and Cheerleading Coordinator.

QBIC, is there any language anywhere in your bylaws to the effect that officers or board members serve until their successors are elected? If so, please quote it exactly.

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13 hours ago, Guest QBIC said:

The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year.  Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws?  If so, how do you refill positions without the organization ceasing to exist?

Based on the facts presented, I concur with Dr. Stackpole that the proper procedures to remove the directors are found in Ch. XX. I would note that it will not be in order to remove the Board of Directors in its entirety through a single motion. Each member is entitled to due process, which includes a trial on the facts of his particular case. (Arguably, however, it may be possible to combine some of the other steps - appointing a single investigative committee, for instance.)

For that matter, even if formal disciplinary procedures were not required, it would seem to me that a motion to remove the Board of Directors in its entirety could be divided upon the demand of a single member.

Assuming that some or all of the board members are eventually removed, the organization should proceed to fill the vacancies by the procedure outlined in its bylaws. If there are no such procedures, the society may fill the vacancies through an election, of which previous notice must be given.

In any event, there should not be any concern that removing the directors will cause the organization to “cease to exist.”

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