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Removal of President / Special Meeting


Guest Alicia_J
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Our organIzation has always been loosely run and now our Board would like to call for the removal of our President. We are looking trying to understand the by-laws. Your assistant is much appreciated!

Our by-laws state “Any Director, Officer, or Committee Chairperson may be removed from office by a vote of a majority of the entire Board of Directors for failure or refused to perform the duties of the office properly or for conduct bringing the Corporation into disrepute”. 

Two board members have seemed to start a personal campaign against me for a personality conflict. They have gotten other board members to go against me and sent me an email with statements that are unfounded and not factual. They have asked for my resignation or they will vote me out by majority vote.

The Board has had several conference calls to discuss my removal. I was not aware of the calls and was not notified.

I am also wondering who can call a Special Meeting to have a vote or for any other reason.

Our membership only votes for elected officers. Under Meetings, the by-laws state “Special Meetings of the Corporation shall be held at such times and places as the Board of Directors shall determine. Special meetings also shall be called by the President upon the request in writing of not less than 5% of the Active Professionak Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.”

Under Notice, a paragraph states,  Special Meetings of the Board of Directors may be called on four days’ notice by first class mail or 48 hours notice if delivered by phone or email.”

I am trying to understand:

1)if the Board can remove me as President for statements which are petty, not factual, and unfounded with a Majority Vote.

2) Who has the authority to call for a special meeting to discuss my removal? If notice was not given to the entire board, does this make the meetings null and void?

3) Who has the authority to send out notice for a special meeting of the board to vote for my removal with a Majorty Vote (which they seemed to have already determined is majority).  If they had a meeting to vote me out and I was not included, does this make it null and void?

Thank you!

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Assuming that you are a member of the Board, as well as an officer (President), then you are entitled to receive notice of all board meetings. Anything the others did on conference calls without giving you notice were informal discussions, not proper meetings. So they cannot make decisions or pass motions, as the board, at them. They could, informally, decide that at the next board meeting they will start this process to remove you.

1) Based on what you've told us, the Board can remove you, but not on a Majority Vote (majority of votes cast) but by a vote of the Majority of the entire Board of Directors.  As an example of the difference: if your Board has 11 directors, there will have to be at least 6 votes in favour, no matter how many total votes are cast. A vote of 5-3 with three abstentions is a Majority Vote but not a Majority of the entire Board of Directors.

Whether the statements are unfounded or petty will be something for each board member to decide when they vote. You should seek to speak in your own defense when the motion comes up.

I can't answer questions two and three because you have not quoted your bylaw provisions regarding special meetings of the board. You've quoted the provisions for special meetings of the membership.

As I said earlier, every member of the board should be sent notice of a meeting of the board.

Edited by Atul Kapur
Corrected minor typos. Nothing of substance was changed
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Thank you and I appreciate the clarification. 

A quote was included for Board of Directors, but it seems vague and not listed on who actually calls them.

The other piece of this all is the organization is in the final phase of dissolution under the state and going to a new entity, under a 501(c)(3) status. I can’t figure out why the group has decided to take this route, under than feeling threatened on leadership for the new entity.

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28 minutes ago, Guest Alicia_J said:

A quote was included for Board of Directors, but it seems vague and not listed on who actually calls them.

Yes, I saw that

1 hour ago, Guest Alicia_J said:

Under Notice, a paragraph states,  Special Meetings of the Board of Directors may be called on four days’ notice by first class mail or 48 hours notice if delivered by phone or email.”

But it only covers the notice required for a special meeting of the Board. I suggest you look again through your bylaws for information regarding who and how a special meeting of the Board is called. I would start with the Article dealing with the Board of Directors.

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Maybe this under Informal Action of Directors:

”Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted at any to be taken at any meeting of the BoD or by a committee of the Board may be taken  without a meeting if all members of the Board, or the committee, consent thereronin writing writing, and the writing or writings are filed with the minutes of proceedings of the Board or the committee.

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Keep looking. And don't limit your search to  "special meetings". There should be a provision or sentence or paragraph that talks about meetings of the board of directors. It may not specify regular meetings versus special meetings but that is the provision that you were looking for.

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Guest Who's Coming to Dinner
1 hour ago, Atul Kapur said:

Keep looking. And don't limit your search to  "special meetings". There should be a provision or sentence or paragraph that talks about meetings of the board of directors. It may not specify regular meetings versus special meetings but that is the provision that you were looking for.

Since the president calls special meetings of the membership, (s)he may also be authorized to call special meetings of the board. Review the bylaws section describing the duties and authority of the president.

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3 hours ago, jstackpo said:

Yeah.... but these "no meeting" decisions of the Board require ALL the board members to vote "yes" -- no abstentions.

Are you planning to vote "Yes" on your own removal, to make it mathematically unanimous?

I am not sure of your point. The question is who can call the meeting and if a meeting was called without notification and voting of the entire board, is it even valid?

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Yeah, I was responding to a different part of your bylaws and comments. 

38 minutes ago, Guest Alicia_J said:

or at the call of the President

sure says the president on his/her own can call a meeting.  But he/she MU ST notify all the board members or the meeting will indeed be invalid, as will any "actions" taken at the  meeting.

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Guest Who's Coming to Dinner
6 hours ago, Guest Alicia_J said:

1)if the Board can remove me as President for statements which are petty, not factual, and unfounded with a Majority Vote.

2) Who has the authority to call for a special meeting to discuss my removal? If notice was not given to the entire board, does this make the meetings null and void?

3) Who has the authority to send out notice for a special meeting of the board to vote for my removal with a Majorty Vote (which they seemed to have already determined is majority).  If they had a meeting to vote me out and I was not included, does this make it null and void?

1) Yes, if a majority of board members find you guilty of "failure or refus[al] to perform the duties of the office properly or for conduct bringing the Corporation into disrepute."

2) "[T]he President or on the written request request of two (2) or more Directors addressed to the President or Secretary.” If proper notice is not given to all board members, then any actions taken at such a meeting are null and void.

3) The President or the Secretary. The basis for your removal is not a majority vote (which is more than half the votes cast), but a vote of the majority of all board members (which is more than half of the entire board). If you are a board member but not properly notified of this meeting, then any such vote (and any action taken at all) is null and void.

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So, to recap, based on what you have told us, the parts of the bylaws you've quoted, and RONR: some members of the Board want you removed as President. You stated 

6 hours ago, Guest Alicia_J said:

The Board has had several conference calls to discuss my removal. I was not aware of the calls and was not notified.

These conference calls were not proper meetings of The Board. These were informal conversations where a group was discussing things (We assume they were discussing strategy and tactics to cause your removal).

Some people have told you they want you to resign and threatened that they would move to have you removed if you do not resign.

If they want to go ahead, then they need to move a motion for your removal. They can wait to do that at the next or any regular board meeting. Or they can require you to call a special meeting by having 2 of them send you a written request to call one (or send the request to the secretary). That request should include the purpose of the special meeting (ie: they need to specify that they will make a motion for your removal at the special meeting). If they make the motion at a regular meeting, on the other hand, they do not have an obligation to give notice.

In either case (whether it is at a regular or special board meeting), the motion, to be adopted, requires a majority of your board's entire membership to vote in the affirmative, even if some are absent and/or some abstain.

Edited by Atul Kapur
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