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May the staff of the organization create a petition asking for the removal of the board?
All six board members, including the officers (Chair, Vice-Chair, Treasurer, and Secretary) get to vote, but the officers are all in cahoots with one another. It is a "good old boy" network. None of them know what they are doing, and their lack of knowledge is hurting the company badly. I almost wonder if they are intentionally doing things to undermine the company. My staff and I feel that the board is our biggest problem. We have no faith or trust in them, and we want to take some action before they drive our company into the ground.
There are irregularities. Company bylaws require a minimum of 7 board members; we have only had 6 for nearly a year now. Bylaws also require quarterly board meetings, yet we did not have one for the third quarter last year. Furthermore, the chairman of the board decided that he would create the IRS form 990 for the company this past year, which may be a conflict of interest. I am a member of the board, yet I just recently discovered that the remainder of the board had 3 or 4 "private meetings" without my knowledge over the last 2 or 3 months. Bylaws state that each members of the board is to be informed of meetings at least three weeks in advance of the meetings. I was told after the meetings had taken place. Are these violations of the law?
I am CEO of the company, yet I also serve on the board, though not as an officer. I do have a vote.
My fear in all of this is that if I present a petition from the staff to the board stating the staff's desire for the board members to step down and lack of trust in the board, the board could refuse and take a vote to shut the organization down or merge it with a larger company, or they could just fire me and hi-jack the company further. I am trying to determine (1) if I have grounds to take action - as you seem to indicate I do, (2) what type of action I can take, and (3) what action I may have if the board fires me or does as I stated above - tries to sell the company out.
Unfortunately, no. That is one of the problems. The board chair is very lax about things like contracts and votes and so forth. I asked for a contract but never got one.
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