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Removal of an Officer from our BOD


Guest Cassandra

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Our Treasurer, I beleive is in conflict.For the last 27 years, our Organization has and continue to work on a community project. We do take in some outside vendors, and last year against our better judgement, we allow her family member to become a vendor. This year, our Treasurer decided to do her own project, did not get permission from the BOD or the organization to do so and is compromising our situation, by contacting our vendors and clients for her personal use. she has resigned as Treasurer, but wants to stay on board as a Director. Our BOD has scheduled a meeting to have her removed from the BOD. Should she be invited to this BOD meeting? Can we legally not invite her and make a decision to remove her from the BOD. While the removal is addressed in our bylawa, her presence at the meeting is not addressed. Thanks in advance for your answer. Cassandra.

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Our BOD has scheduled a meeting to have her removed from the BOD. Should she be invited to this BOD meeting? Can we legally not invite her and make a decision to remove her from the BOD. While the removal is addressed in our bylawa, her presence at the meeting is not addressed.

As long as she is a member of the board, and as long as her rights of membership have not been suspended by the due process of a disciplinary procedure, she retains all the rights of membership, including the right to attend meetings, engage in debate, and vote.

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Our BOD has scheduled a meeting to have her removed from the BOD. Should she be invited to this BOD meeting?

"Invited" is a peculiar way of putting it, but I'll go with it. If she's not "invited," the board cannot transact any business. See RONR(10th ed.), p. 469, l. 24-29: "... a board can only transact business in a regular or properly called meeting... of which every board member has been notified..."

Can we legally not invite her and make a decision to remove her from the BOD.

No, not according to Robert's Rules.

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