Hello and welcome to JustAnswer.com. I will attempt to answer your question. I am very sorry to see you are dealing with this issue. The issue of how to remove of directors from the Board should appears in your bylaws. California law states any of the directors of a nonprofit can be removed without cause by its members. If the nonprofit has 50 members of less, a vote of the majority of the entire membership is required for removal. If there are more than 50 members, a vote of the majority of the members present and voting at a duly noticed meeting with a quorum is sufficient for removal. For unusual cases of nonprofits with special voting rights, such as cumulative membership voting and class membership voting, the rights to remove directors by voting must adhere to the special rights specified in the nonprofit's bylaws(but you have indicated this is not the case here). If the nonprofit has no members, a director may be removed by a majority of the current directors. I hope this answers your question and ask that you kindly rate me positively after reading this or the service will not pay me for my work. For your assistance, I have forwarded this link with some general guidance as well. http://oag.ca.gov/sites/all/files/pdfs/charities/publications/guide_for_charities.pdf
Your answer does not cover problems we have raising a MAJORITY, plus, it does not address whether or not the elected officers of the organization are or were automatically considered as members of the board of directors even though our by-laws indicated the number 6 as board members ... not including the actual officers. Must the by-laws specifically indicate that the officers be counted in the non-officer board member number. If so, can we amend the by-laws at the same time and can we call an emergency meeting and/or declare an emergency situation of any number present so that we can establish a functioning board.
SORRY .... still not completely answering our situation. Under CA law, are the original principles forming the corporation considered DIRECTORS at that point???? And, if so causing an election to select organization officers, pres, secy and treasurer, etc STILL regards XXXXX XXXXX DIRECTORS??? If your answer is yes, then should those 5 individuals have been counted in the By-Laws as DIRECTORS??? Because we did not count them in that number when we created the actual By-Laws .... the number really should have been corrected when writing the By-Laws:
SECTION 1. NUMBER
The corporation shall have not less than three (3) and not more than seven (7) directors, with the exact number to be fixed within these limits by approval of the Board of Directors or members, if any, in the manner provided in these bylaws.
As you can see the actual number should have been any odd number from 3 to 7 (or 11).
Finally, 3 individuals formed the entity; however, IRS notified us to increase the DIRECTORS to at least 7 which we did by approving 4 people as DIRECTORS which added to the original officer/directors totaled 7.
If this action is correct and accurate, then we always have a quorum with the new 5 officer/directors..... IS THIS CORRECT?????
YES!!!! That is the only question ... because, if you answer YES, then we will always have a QUORUM required to conduct official organization business. The correction to the actual By-Laws document will be easy to make AND .... removing the dysfunctional directors will be easy also.
I appreciate your "determination" to help us. HAPPY TO DO BUSINESS WITH YOU.
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