Tomm Posted August 18, 2021 at 03:41 PM Report Share Posted August 18, 2021 at 03:41 PM In regards to a state statute "Removal of directors elected by members or directors" that says, B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office: then 1, 2, 3.... apply If there are no specific procedures listed in the Article of Incorporation or Bylaws to remove a director but the Bylaws do specify RONR as their parliamentary authority, would the procedures as stated in RONR be applicable or must one use the state statute? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 18, 2021 at 04:56 PM Report Share Posted August 18, 2021 at 04:56 PM (edited) 1 hour ago, Tomm said: In regards to a state statute "Removal of directors elected by members or directors" that says, B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office: then 1, 2, 3.... apply If there are no specific procedures listed in the Article of Incorporation or Bylaws to remove a director but the Bylaws do specify RONR as their parliamentary authority, would the procedures as stated in RONR be applicable or must one use the state statute? As a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise. See RONR, 12th ed., 45:71, 56:49n1. Ultimately, however, whether this is correct as a matter of law in regard to a particular state statute is a legal question which should be directed to an attorney. Edited August 18, 2021 at 04:57 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Tomm Posted August 19, 2021 at 07:08 PM Author Report Share Posted August 19, 2021 at 07:08 PM On 8/18/2021 at 9:56 AM, Josh Martin said: As a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise. See RONR, 12th ed., 45:71, 56:49n1. That's an excellent answer and one I was hoping for but I'm up against a very tough board! It's not my intention to look a gift horse in the mouth, but would you happen to know of any case law that would support your statement? Extremely grateful for this forum! Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 19, 2021 at 09:41 PM Report Share Posted August 19, 2021 at 09:41 PM (edited) 2 hours ago, Tomm said: That's an excellent answer and one I was hoping for but I'm up against a very tough board! It's not my intention to look a gift horse in the mouth, but would you happen to know of any case law that would support your statement? Extremely grateful for this forum! I must reiterate that my statement merely takes a position on this issue as a matter of parliamentary law. I am not attempting to guess at what the correct answer to this question is as a matter of law. Notwithstanding this, a more thorough discussion of this topic can be found in this thread, in which Mr. Honemann provided citations to some relevant cases. Edited August 19, 2021 at 09:42 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Recommended Posts