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CB2

Terminating a board member

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 Our bylaws under removal all officers other than elected officers may be removed, either with or without cause, by resolution passed by the Board of Directors at regular or special meeting my a majority vote of all directors then in office.  

 My question is what should be the proper way that we notify this Board member of the decision if that in fact is what happens? 

 

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If the Board member is present when the vote to "remove" is taken, I kinda suspect that he/she may just possibly get the message.

Don't forget that the Board member in question IS entitled to vote on the motion for his/her removal.  He's still a board member until he is removed.

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2 minutes ago, jstackpo said:

If the Board member is present when the vote to "remove" is taken, I kinda suspect that he/she may just possibly get the message.

What if the Board member wasn't at the meeting (the language cited makes it sound like if it were done at a regular meeting the Board member may not have had any warning)?  My thought is they should treat it the same as when they notify a member charges have been preferred and send him or her a letter using a method providing a confirmation of delivery such as Registered Mail with delivery confirmation.

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29 minutes ago, Chris Harrison said:

My thought is they should treat it the same as when they notify a member...&c.

That would be a fair and reasonable due process as described in Chapter XX.

But the bylaw provision (especially the "without cause" clause) would seem to supersede all that.  (This  presumes that the OP has stated his/her bylaw provisions correctly.)

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1 hour ago, jstackpo said:

If the Board member is present when the vote to "remove" is taken, I kinda suspect that he/she may just possibly get the message.

Don't forget that the Board member in question IS entitled to vote on the motion for his/her removal.  He's still a board member until he is removed.

That's what I was wondering. So they are going to be at the meeting. (invited).

Judicial committee has them leave the room and address the issue. 

Thank you you the clarification.  

 

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This is the bylaw I am speaking of 6.5,  we just want to make sure it's don't correctly as we have never had to do this before.  

This is bylaw, that it written. we just need the clarification. So they will be at the meeting and we have them stay and they are allowed to vote on their own removal, is this correct. So if some Board of Directors don't show  up to the teleconference. it's 2/3 of the Board of Directors in office not 2/3 present on the Teleconference correct? 

CB2

 

Thank you 

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Edited by CB2

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This is bylaw, that it written. we just need the clarification. So they will be at the meeting and we have them stay and they are allowed to vote on their own removal, is this correct. So if some Board of Directors don't show  up to the teleconference. it's 2/3 of the Board of Directors in office not 2/3 present on the Teleconference correct? 

CB2

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Correct:  the base (denominator) of the 2/3 calculation is the total number of (living breathing) Board members, not the count of those who are on the teleconference call.

BTW, I trust your bylaws authorize conference calls, a form of absentee voting.  (RONR, page 97)

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5 hours ago, CB2 said:

 Our bylaws under removal all officers other than elected officers may be removed, either with or without cause, by resolution passed by the Board of Directors at regular or special meeting my a majority vote of all directors then in office.  

 My question is what should be the proper way that we notify this Board member of the decision if that in fact is what happens? 

 

Presuming he is present at the meeting (and why would he not be?) he will certainly see the outcome of the vote.  

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11 minutes ago, CB2 said:

Yes, our bylaws do state we can have teleconference when a situation arises and can't wait for a meeting. 

And why can't this wait for a meeting?  Since directors can't act outside of a meeting, there seems little danger of his doing any damage before that.

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So if they chose to not take part or call Into the teleconference, it doesn't matter as we still need 2/3.   as long as they are aware that we are having one and it mandatory and the details to call in. 

We can still have our meeting and vote. 

CB2

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Yes... but ...  if more than 1/3 of the existing membership decline to call in, it will be numerically impossible to obtain an affirmative vote of 2/3 of the membership, even if all the callers vote "yes".

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5 hours ago, Chris Harrison said:

What if the Board member wasn't at the meeting (the language cited makes it sound like if it were done at a regular meeting the Board member may not have had any warning)?  My thought is they should treat it the same as when they notify a member charges have been preferred and send him or her a letter using a method providing a confirmation of delivery such as Registered Mail with delivery confirmation.

And from how I interpret the original post, this is what I believe to be the way it would occur.  It's far easier to remove a member when he/she isn't at the meeting.  Especially under the default rights of the member to be present during the discussion and vote on his/her removal.

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1 hour ago, jstackpo said:

Correct:  the base (denominator) of the 2/3 calculation is the total number of (living breathing) Board members, not the count of those who are on the teleconference call.

BTW, I trust your bylaws authorize conference calls, a form of absentee voting.  (RONR, page 97)

Okay wait a second. Are we talking about boars members and members? I'm only talking about Board Members.  We need 2/3 of the Board  members correct.  We don't need a vote from our members correct?  

Now I'm confused.

 

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1 hour ago, Gary Novosielski said:

And why can't this wait for a meeting?  Since directors can't act outside of a meeting, there seems little danger of his doing any damage before that.

34 minutes ago, jstackpo said:

Yes... but ...  if more than 1/3 of the existing membership decline to call in, it will be numerically impossible to obtain an affirmative vote of 2/3 of the membership, even if all the callers vote "yes".

Its because they KEEP acting out of the meetings, (doing things they shouldn't)hence the need for the teleconference, and we don't meet monthly. We also all live in different states, so a teleconference would be the  easiest to get to rectify the situation.

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Also, a question we have 11 board members so 2/3 vote is 7.333, so will 7 pass the vote or do we have to have 8 votes? obviously we cant cut a person in half. 

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35 minutes ago, CB2 said:

Okay wait a second. Are we talking about boars members and members? I'm only talking about Board Members.  We need 2/3 of the Board  members correct.  We don't need a vote from our members correct?  

Now I'm confused.

 

Sorry for the confusion  --  yes, I am talking about Board Members (only).   "All" you need is 2/3 of the Board members to vote "Yes" to toss someone out.

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1 minute ago, CB2 said:

Also, a question we have 11 board members so 2/3 vote is 7.333, so will 7 pass the vote or do we have to have 8 votes? obviously we cant cut a person in half. 

8 because 7 isn't more than 7 1/3.

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2 minutes ago, CB2 said:

 

Also, a question we have 11 board members so 2/3 vote is 7.333, so will 7 pass the vote or do we have to have 8 votes? obviously we cant cut a person in half. 

Nope. 7 is less than 2/3 of 11.

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4 hours ago, CB2 said:

 

Also, a question we have 11 board members so 2/3 vote is 7.333, so will 7 pass the vote or do we have to have 8 votes? obviously we cant cut a person in half. 

7 is not greater than or equal to 7.333..., so you would need 8.

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