Rights of a board member facing removal

[Tomm]

RONR is the boards parliamentary authority but the corporate bylaws are silent on what it takes to call an executive session to remove a member of the board.

The board member was notified of the meeting via an email to which he wasn't aware of until after the executive session was over and therefore did not attend.

Question: When the meeting is about the determination of whether or not a board member should be removed from the board, shouldn't they have, at least, been notified in a personal manner to affirm that they were in fact made aware of the meeting? Perhaps a personal phone call, registered letter, etc.? Shouldn't they have the right to defend themselves or at least give notice that they will not attend?

[Bruce Lages]

Do your bylaws include rules for disciplining members, including removal from the board? If so, do they include the means by which a member subject to removal from office is notified of the meeting at which removal will be considered? If all such rules have been followed, then not being aware of the meeting notification would seem to be an unconvincing argument. Failure to follow those rules would, however, most likely render any vote for removal invalid.

If your bylaws don't have their own disciplinary procedures, then the rules in RONR would apply, and RONR requires that a member subject to removal from office as a disciplinary punishment must receive notice of the time, date, and place of the meeting at which such punishment will be decided by written means that includes confirmation of receipt of notice (such as registered mail with a delivery confirmation)(63:28). That meeting, being in fact a trial, is, however, the last step in RONR's detailed procedure. While the member in question certainly has the right to defend himself at such a trial, it is also likely that he would have been aware of any allegations against him and had an opportunity to explain his actions well before a trial.

[Gary Novosielski]

If the bylaws are silent on removal, then where are you deriving the authority to remove the board member?  If a board member is not made aware, for any reason, of an upcoming meeting, then the meeting would not be a valid meeting.

RONR has an entire chapter (Chapter XX.) on discipline but the process is more complex than simply holding a meeting. There is an investigation performed by an investigation committee, followed by a trial.  The accused has certain rights under that process.  And if your bylaws don't have another way to remove a board member, then Chapter XX is what you should be using.

[Tomm]

The Articles of Incorporation only provides for 2 ways to remove a Director. The first method provides: 

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director. This is clearly not the case because the Board member hasn't missed 3 consecutive meetings.

The second method provides for the Members of the corporation to remove a Director which obviously doesn't apply in this instance.

The Bylaws do provide for removal because of a conflict of interest, which I would say doesn't apply here either because the reason they removed him was because he kept on pushing an agenda he believed in that the other board members didn't agree with. He pushed his opinion so many times during the debate process that the Chair accused him of a conflict of interest! There is no financial gain or real personal gain. Besides, the Boards vote and determines issues for the same community that they themselves all live in, so they have the same degree of a conflict of interest as the member they just relieved! 

[Atul Kapur]

3 hours ago, Tomm said:

The first method provides: 

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director. This is clearly not the case because the Board member hasn't missed 3 consecutive meetings. 

I actually read this to say that the board has two criteria by which it can justify removing a member:

A) missing three consecutive meetings, or

B ) in the board's opinion the member is unwilling or incapable of performing their share of the duties or responsibilities. The board can remove a member under B without the member missing any meetings. All that is required is for two-thirds of the members of the board to have that opinion.

Of course, my interpretation is not worth the paper it's not written on. It is the interpretation of the organization that counts.

Edited June 28, 2021 at 01:10 AM by Atul Kapur