Removal of Director

[Guest Non Profit club member]

What a mess.  A Director on our Board was improperly removed from office.  They were removed from all Board correspondence and not allowed to attend any Board meetings after the removal.  There was a  subsequent placement of another person in that office.  There were votes taken and meetings held with the new person in that position.  It was realized 2 months after the fact that the removed Board of Director was removed improperly.  Until this confusion is cleared up I am wondering if any votes taken and passed by the rest of the Board of Directors without this Director are valid?  Are any actions taken by the Board during this period valid?  What happens to the newly placed Director, are they no longer a Director?  Can the displaced Director be put back in their previous position?  

[Caryn Ann Harlos]

Why did it take two months to realize this was the situation?  I am asking because of the issue of the necessity of timeliness.

[J. J.]

20 minutes ago, Guest Non Profit club member said:

What a mess.  A Director on our Board was improperly removed from office.  They were removed from all Board correspondence and not allowed to attend any Board meetings after the removal.  There was a  subsequent placement of another person in that office.  There were votes taken and meetings held with the new person in that position.  It was realized 2 months after the fact that the removed Board of Director was removed improperly.  Until this confusion is cleared up I am wondering if any votes taken and passed by the rest of the Board of Directors without this Director are valid?  Are any actions taken by the Board during this period valid?  What happens to the newly placed Director, are they no longer a Director?  Can the displaced Director be put back in their previous position?  

How was the person removed improperly.

[Guest Non Profit club member]

10 minutes ago, J. J. said:

How was the person removed improperly.

The removal itself is a problem.  Our bylaws state how a Director can be removed from office.  It was not followed.  It was misrepresented by another Board member that the Director resigned.  The Board voted to accept the resignation and appoint a new Board member.  It has recently been found that the Director did not resign.  They have just been missing in action so to speak.  

[Josh Martin]

2 hours ago, Guest Non Profit club member said:

Until this confusion is cleared up I am wondering if any votes taken and passed by the rest of the Board of Directors without this Director are valid? Are any actions taken by the Board during this period valid?

It depends on whether notice is required for board meetings (as presumably the improperly removed member would not have received those notices) and may also depend on whether a single vote could have affected the result of a particular action.

I would also note that, even in the event that some (or potentially even all) actions taken by the board during this time are invalid, the board could Ratify some or all of those actions after this situation is sorted out, so it isn't necessarily the end of the world.

2 hours ago, Guest Non Profit club member said:

What happens to the newly placed Director, are they no longer a Director? Can the displaced Director be put back in their previous position?  

Yes, the election of the new Director is null and void. It seems to me that this person would indeed resume whatever position they held previously.

1 hour ago, Guest Non Profit club member said:

The removal itself is a problem.  Our bylaws state how a Director can be removed from office.  It was not followed.  It was misrepresented by another Board member that the Director resigned.  The Board voted to accept the resignation and appoint a new Board member.  It has recently been found that the Director did not resign.  They have just been missing in action so to speak.  

Yes, this is indeed a problem. A resignation may only properly be submitted by the resigning person submitting a resignation in writing to the Secretary or appointing power or by the person resigning orally at a meeting. Some other board member claiming that another board member wishes to resign is not a proper way to submit a resignation (especially since it turns out this claim was not accurate).

So it seems to me that since the board accepted a resignation which was never properly submitted, the acceptance of the resignation and the subsequent appointment to fill the "vacancy" are null and void, and it may be that other actions subsequently taken by the board are null and void as well.

After that is sorted out, the society may wish to take disciplinary action against one or both of the persons involved in this. Apparently a board member misrepresented another board member's wish to resign, which seems highly inappropriate to me. On the other hand, the board might also not want the "resigning" board member around anymore due to that member being "missing in action" for some time. This time, make sure to follow the procedure in your bylaws.

Edited September 21, 2020 at 11:14 PM by Josh Martin

[Gary Novosielski]

4 hours ago, Guest Non Profit club member said:

What happens to the newly placed Director, are they no longer a Director?  Can the displaced Director be put back in their previous position?  

Not exactly.  The question boils down to whether the original director was or was not actually removed.  If they were properly removed, the only way they could be "put back" would be to run for office again next election.  If they were not properly removed, then they are still a director, and do not need to be restored, and the newly placed director isn't "no longer" a director, since-they never were.

If that's the case, you'll also need to revisit decisions made while the un-director was voting.  Any decisions made where that one vote might have changed the outcome may be void.  This might be hard to determine if votes were taken by methods other than roll call or other counted votes, which would mean the minutes would not contain the vote count.

[Josh Martin]

12 hours ago, Gary Novosielski said:

Not exactly.  The question boils down to whether the original director was or was not actually removed.  If they were properly removed, the only way they could be "put back" would be to run for office again next election.  If they were not properly removed, then they are still a director, and do not need to be restored, and the newly placed director isn't "no longer" a director, since-they never were.

We are told that the manner in which the director was removed is that some other board member claimed the board member was resigning, and based upon this claim, the board "accepted" this "resignation." It also later turned out this claim was inaccurate.

I think there is no doubt, based on these facts, that the director was not properly removed.

12 hours ago, Gary Novosielski said:

If that's the case, you'll also need to revisit decisions made while the un-director was voting.  Any decisions made where that one vote might have changed the outcome may be void.  This might be hard to determine if votes were taken by methods other than roll call or other counted votes, which would mean the minutes would not contain the vote count.

In addition to the issues regarding voting, it would seem to me that for any meetings where notice was required and notice was not sent to the proper director, those meetings and all business conducted at those meetings would be null and void. When notice is required, notice must be sent to all members for the meeting to be properly called.

[Guest Non Profit club member]

Meeting dates are set in January for the rest of the year, so notice has been given.  The meetings are held by conference call.  Only the Officers/Directors are able to call in.  Once the vote to remove is finalized, the Director has no means to communicate or participate on the call.

 

 

[Josh Martin]

9 minutes ago, Guest Non Profit club member said:

Meeting dates are set in January for the rest of the year, so notice has been given. 

I would note that what RONR says on this matter is the following:

"If, instead, an organization follows the  practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:2

So if the board adopts a resolution in January setting meeting dates and times for the rest of the year, notice still must be sent for each meeting. The adoption of the resolution is not itself notice, and the notice requirement also cannot be satisfied by sending a single call for all meetings for the remainder of the year.

It may be, however, that the organization's rules provide otherwise in this matter.

Edited September 22, 2020 at 05:30 PM by Josh Martin

[Atul Kapur]

2 hours ago, Josh Martin said:

I would note that what RONR says on this matter is the following:

"If, instead, an organization follows the  practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:2

So if the board adopts a resolution in January setting meeting dates and times for the rest of the year, notice still must be sent for each meeting. The adoption of the resolution is not itself notice, and the notice requirement also cannot be satisfied by sending a single call for all meetings for the remainder of the year.

It may be, however, that the organization's rules provide otherwise in this matter.

I think that you are reading more into this passage than is there. Giving "notice of each meeting" does not say that they have to give separate notice of each meeting.

If the motion adopted in January sets the date, hour, and place for every meeting for the rest of the year, and it is sent to every member, this would be perfectly adequate notice. If it is sent a reasonable number of days in advance of the February meeting, then it has definitely been sent a reasonable number of days in advance of the October one.