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While we write back and forth, please keep in mind that I do not know what you already know or don't know, or with what you need help, unless you tell me. Sometimes I'm unable to read your entire question until AFTER I write back to you.
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I need the following information before I can answer your question:
Can you please tell me whether the Secretary that you removed was a Board member or a paid employee? And is that the only question you have?
I'll look forward to hearing from you,
Jane Doe Deer
Ah, thank you! It appears from your Bylaws that you did everything in accordance with the Bylaws as far as removing the person from her "office" as secretary. If it was a 4 to 1 vote, the majority of the Board voted against the Secretary. (If all seven members had been present, 4 would be enough - but probably the vote with just five members was sufficient.) So, in another words, the Board has the authority to remove a Board member from the Office of Secretary of the Board.
However, the Board does not have the authority to remove a fellow board member FROM THE BOARD at all. "Removal. Any director may be removed from the Board with or without cause, by a majority vote of the members of the Association." Only the members have this power, according to your Bylaws. Not the Board.
I see only one exception:
"d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors."
So, if the Board voted the member OFF THE BOARD it exceeded its authority, UNLESS the member missed three consecutive regular meetings.
The "Remedy" is to apologize in a letter and invite her to continue to work on the Board until if and when the membership says otherwise.
May I be of further help? I have an excellent reason for my delay in getting back to you, but since it involves a newly discovered rat infestation, you probably don't want to know!
I'd be happy to answer follow-up questions. Just write back!
If we're all through, please be so kind as to click on "accept" - otherwise, I won't be paid at all for my time...
No. If you're breaking a Bylaw, just because it was done before doesn't make it more right this time.
If it was done this way before, however, it makes the mistake far easier to explain away.
Does that help?
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