Removal of President

[Steve McFarland]

I have read that the board of Directors can remove any executive officer without cause. How can this be done without them finding out ahead of time. Can this be done at an Executive session without being on the agenda.

[Hieu H. Huynh]

27 minutes ago, Steve McFarland said:

I have read that the board of Directors can remove any executive officer without cause.

Where does it say that?

[Richard Brown]

29 minutes ago, Steve McFarland said:

I have read that the board of Directors can remove any executive officer without cause. How can this be done without them finding out ahead of time. Can this be done at an Executive session without being on the agenda.

Agreeing with Mr. Huynh, where did you read that? It is not in RONR.  Is it in your bylaws?  If so, please quote the provisions verbatim.

[Steve McFarland]

We are a non profit., Mutual benefit Corporation in California. 

Davis and Sterling Act. Removing- Changing Officers:  Power to Remove Officers:

As a result boards may change officers at anytime, with or without cause.  If a board decides that the person serving as president, secretary, or treasurer has become disrupted or is no longer effective, the board may remove that person from that office and appoint another director to fill the position.  No warnings need to be given to the person and no hearings are required since the changing of officers does not fall under the umbrella of rule violations and monetary penalties which require due process.  Normally, the appointment of new officers would take place in open session.  However, discussion may take privately in executive session if the matter involves potential legal issues. 

Removed Officers:  Removing a director from an office is not the same as the board declaring a seat vacant or the membership recalling a director.  Director's who are removed as an officer continue to serve on the board with all the rights and privilege's of a director.

The only thing in our Bylaws is  Appointment and Resignation: The Board of Directors shall elect from its own body the officers of this Corporation. Any officer shall serve until completing the elected term, or at such time that the board shall determine. Resignation by an officer may be as a Director as provided in section 4-11. An officer may continue to serve as a Director but resign from office by written notice to the board. In either event the board shall elect a replacement from the members of the board.

[Atul Kapur]

I don't know what document you are quoting from (it certainly doesn't appear to be a quote from the Act itself), but it seems to answer your questions, if you believe you can rely on it.

4 hours ago, Steve McFarland said:

How can this be done without them finding out ahead of time.

 

2 hours ago, Steve McFarland said:

No warnings need to be given to the person and no hearings are required

and

4 hours ago, Steve McFarland said:

Can this be done at an Executive session

 

2 hours ago, Steve McFarland said:

discussion may take privately in executive session if the matter involves potential legal issues.

as for the last part of your question

4 hours ago, Steve McFarland said:

without being on the agenda

RONR doesn't require the adoption of an agenda and, in fact, it actually says you should just follow the Standard Order of Business. However, since you apparently are following other rules, such as this Davis and Sterling Act, you should refer to them to advise whether only items listed on the agenda can be raised.

Please note that I am in no way giving legal advice or interpreting any law. I've responded using the quotations you gave.

Edited June 4, 2020 at 10:06 PM by Atul Kapur

[Joshua Katz]

However, I would strongly advise getting advice from an attorney (particularly if the organization has significant assets).