Who can remove committee chairs

[Jay M]

In our not for profit organization these are sections  that deal with Executive committee role and how to  appointing committee chairs.

ARTICLE V OFFICERS Section 9: Executive Committee:

"The Executive Committee shall consist of officers of the corporation as described in article V, sections 1 through 8. The committee shall provide a collective platform for communication, deliberation, and execution of responsibilities as assigned to the officers or any other matter assigned by the Board of Trustees from time to time. The President shall serve as Chairperson of the Committee."

ARTICLE VI COMMITTEES:

The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation.

Under bylaws : BYLAW 3: GENERAL RESPONSIBILITIES OF EACH COMMITTEE:

"6. The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year."

In the beginning of the year the   President of the board  appointed various committee chairs with the approval of the board. This week President sent an email removing one of the chairs and stating Executive committee approved removal of that  particular chair.

My question is can president or Executive committee remove a committee chair without  approval of the  board who originally approved the committee chairs appointment?

Thanks in advance. 

[rulesasker]

I believe the board needs to approve by a 2/3 vote. The president can only remove if they were originally appointed by the president's own act. See RONR 50:14. Approving the president's nominees seems identical to appointing them, and the board needs a 2/3 vote to rescind their appointments.

[Jay M]

Thanks Rulesasker!

[Josh Martin]

On 6/27/2023 at 12:02 PM, rulesasker said:

I believe the board needs to approve by a 2/3 vote. The president can only remove if they were originally appointed by the president's own act. See RONR 50:14. Approving the president's nominees seems identical to appointing them, and the board needs a 2/3 vote to rescind their appointments.

One clarification - while I agree that 50:14 is applicable, a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice is sufficient.

[Rob Elsman]

I have to question to what extent Article VI applies to the Executive Committee established pursuant to Article V, since, though called a "committee", the Executive Committee is really in the nature of a board--a "board of the Executive Board", so to speak.

[Josh Martin]

On 6/27/2023 at 2:14 PM, Rob Elsman said:

I have to question to what extent Article VI applies to the Executive Committee established pursuant to Article V, since, though called a "committee", the Executive Committee is really in the nature of a board--a "board of the Executive Board", so to speak.

I agree, but I'm not sure what you're getting at.

[Rob Elsman]

Well, the answer to the original poster's question is "no". 🙂