Need help interpreting a ByLaws paragraph

[Guest Susan]

There is a Board member intent on removing another Board member.

She is attempting a petition of the General Membership. 

(I put in bold what is confusing to me)

Do the "charges filed and found correct/true" apply to just the 6 Director vote, or the petition as well?

In other words, is it just "a petition of 50" to remove a Board member or "Vote of 6 Directors after charges filed and found correct/true"

It's poorly written and I everyone I ask reads it differently.

I included the rest of the section in hope it adds clarity. There are no other entries on discipline.

 

SECTION 3-4. VACANCIES, RESIGNATIONS, EXPULSIONS, AND CENSURE
A. Directors may be removed from office by petition of fifty (50) members in good
standing or by vote of six (6) Directors, provided charges have been filed and
found to be correct/true.
1. Any Director shall be given fifteen (15) days’ notice, by any method reasonably
calculated to provide written notice of the proposed expulsion or censure and the
reasons therefore. Any notice given by mail shall be sent first-class, registered or
certified mail to the Director’s last address as shown on the corporation’s records.
A copy of the notice shall be filed with the Board minutes.
2. The Director shall be given an opportunity to be heard, either orally or in
writing, at least five (5) days before the effective date of the proposed
action. The hearing shall be held, or the written statement considered, by
the Board to determine whether the expulsion or censure should take
place.
3. The Board shall decide whether or not the Director is being professional.
The decision of the Board shall be final.
4. Any action challenging an expulsion or censure from the Board, including
a claim alleging defective notice, must be commenced within sixty (60)
days after the date of expulsion or censure.

[Atul Kapur]

If there is ambiguity, then your association will need to interpret the bylaws, by a majority vote. No one else can do it for you.

For what it's worth (not much as I'm not a member of your association), the placement of the comma suggests that it applies to both methods of removal, even though this may be awkward. Also, the rest of the details suggest that there must be an opportunity for the affected director to be heard before the board makes a decision.

Review pages 588-591, which give Principles of Interpretation of Bylaws.

Principle 1 says: "Each society decides for itself the meaning of its bylaws."

Principle 2 says: "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

There are others, but these two seem to be the most relevant to you. They are further explained in the pages above.