Eligibility of removed Board member to run again

[Guest New director]

Our Bylaws state that after three unexcused absences a Director can be removed from the Board.  Three years ago this happened and now the person wants to be a candidate in our upcoming election. Is the person eligible?   

[Joshua Katz]

Yes, unless something in your rules say otherwise. A person could be removed and put back at the next meeting, if the other rules are followed. (The paraphrase is unclear, though. Usually, such a rule mandates that the person is automatically off the board, not that they can be removed.)

[Hieu H. Huynh]

2 hours ago, Guest New director said:

Our Bylaws state that after three unexcused absences a Director can be removed from the Board.  Three years ago this happened and now the person wants to be a candidate in our upcoming election. Is the person eligible?   

Anyone who meets the eligibility requirements for office according to your bylaws can be elected.

[Guest New Director]

Thank you Joshua. The Bylaws state, "In the event a Director fails to obtain an excused absence for three consecutive regularly scheduled meetings of the Board of Directors, said Director may be removed from office by Board action."  You suggested the removal should be mandatory. Is that customary language?  

[Atul Kapur]

You could do it as a mandatory removal or at the Board's discretion. However, I suggest that you clarify the wording of this bylaw.

"... may be removed from office by Board action." What vote is required to remove the Director in this case? Normally, where a director can be removed, the vote required is any one of (a) a 2/3 vote, (b)  a majority vote when previous notice (as defined on p. 121) has been given, or (c) a vote of a majority of the entire membership.
Your bylaws could be interpreted to mean that, in the situation of three consecutive UNexcused absences, it may only require a majority vote. Whichever you mean, I suggest amending the bylaws to specify that.

Less likely to be mis-interpreted -- but worth looking at while you're amending this sentence -- is "...fails to obtain an excused absence...".
I fail to do that at every meeting I attend. How about something like "... Director is absent for three consecutive regularly scheduled meetings of the Board of Directors without obtaining an excused absence ..."?

[Joshua Katz]

1 hour ago, Guest New Director said:

You suggested the removal should be mandatory. Is that customary language?

No, I was just noting that this is more common. I agree with Dr. Kapur's assessment of the current language, though.

[Richard Brown]

On 7/28/2019 at 7:15 PM, Guest New Director said:

You suggested the removal should be mandatory. Is that customary language?  

As mr. Katz clarified in his post above, based on the language in your bylaws, removal in your organization is not automatic. I believe mr. Katz was simply pointing out that in his experience more organizations then not make the removal automatic. My experience, however, is different. I see it done both ways and cannot say which I think is more common. It is a matter of which procedure your organization prefers and specifies in its bylaws.

I will point out that in those organizations which specify that removal is automatic after missing a certain number of meetings, it is not unusual for the board or the membership to immediately reappoint or re-elect the member to the same position from which he had just been removed.

Edited July 30, 2019 at 12:49 PM by Richard Brown
Slight change in wording of last paragraph