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Maverick
Maverick, Attorney
Category: Business Law
Satisfied Customers: 5766
Experience:  20 years of professional experience
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Our non-profit Board would like to call election of an

Customer Question

Our non-profit Board would like to call for the election of an officer to be rescinded, but have no mention of this in the organization's constitution & by-laws. Robert's Rules mention a 2/3 vote, but not the process of calling for the vote. Does the person we wish to recall have the right to make a statement? Can you help us with this?
Submitted: 1 year ago.
Category: Business Law
Expert:  Maverick replied 1 year ago.

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1. I am looking into this for you and will be back shortly....

Expert:  Maverick replied 1 year ago.

A board of directors usually may "fire" or remove an officer legally by taking their office away through a majority vote of the board. (i.e the same vote % that was used to put the officer in position) because officers generally are chosen by and serve at the will of the board.

Some bylaws may require "just cause" to unseat officers. Others simply allow the board complete discretion. If your bylaws say nothing then complete discretion would be the default. Also, this can be done by a special meeting of the board.

Special meetings of the board shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or by electronic transmission by the corporation (Section 20). The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.

See law here.

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Customer: replied 1 year ago.
You have not answered my question. We have already had the Special Board meeting, & the Board voted to take the vote to rescind to the members, as required by Roberts Rules (our constitution & by-laws say if it's not there, we defer to Roberts Rules). The question is if the officer in question is permitted to rebut the information presented by the Board as the reason to request the vote to rescind.Catherine
Expert:  Maverick replied 1 year ago.

Catherine. Sorry for the confusion. Thanks for allowing me to clarify....

1. When you say that the board voted to take the vote to rescind to the members, do you mean to the shareholders of the non-profit?

2. The RRO are rules for conducting meetings and are based on the rights of the:

  • of the majority,
  • of the minority, especially a strong minority - greater than one third,
  • of individual members,
  • of absentees, and
  • of all these together.

If the officer in question is not a member / shareholder of the non-profit, then he/she would not qualify to participate in the debate/meeting.

Customer: replied 1 year ago.
Re: 1. When you say that the board voted to take the vote to rescind to the members, do you mean to the shareholders of the non-profit?
We do not have share holders, just members - it is a professional organization that hosts professional development conferences for the members.Yes, the officer is an active member, so I guess the officer will have the right to present a case to the members?
Expert:  Maverick replied 1 year ago.

Yes, the officer is an active member, so I guess the officer will have the right to present a case to the members?

1. Yes, you are correct because membership is a premise upon which the RRO are based.

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