Does an Officer have a vote, when voting to be Removed from Board?

[Guest E. Moreno]

 

The President of our 8 person Board has made numerous financial decisions without Board Approval. All of which are in direct violation of Board Policies and By-Laws.  We believe we need Majority vote because that’s how he was elected, but it doesn’t state that anywhere in the By-Laws. The Board is split if he has the right to vote. Since our By-Laws do not state the proper way to do this, Roberts Rule applies.  How does it apply in this case, does he have the right to Vote against his removal.   Below are the only points pertaining to removal in current By-Laws.
 

Removal. Any Director may be removed with or without cause in the manner in which he or she was elected or appointed

Officer Removal. The Board may remove any officer with or without cause whenever in its judgment the best interest of the Corporation would be served thereby.

Tenure. Each Director shall hold office for a term of three (3) years or until his or her successor has been elected and qualified. 

 

 

[Gary Novosielski]

Based on your bylaws, removal requires only a majority of those (board) members present and voting.  Once removed, the VP, if one exists, automatically becomes president, unless there is specific language in your bylaws regarding vacancies in the presidency in particular.

[Atul Kapur]

"Abstaining from Voting on a Question of Direct Personal Interest. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4 [emphasis added]

 

As you are apparently not using the disciplinary procedures detailed in Chapter XX (in which case the individual is not in the room while the vote is taken, 63:33e&f), the member retains all their rights.