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What recourse does one have when some board members of a non-pr

Sent to Legal Experts September 8 2008 at 6:33 AM
   

What recourse does one have when some board members of a non-profit corporation fail to vote to remove another board member who has clearly and purposefully violated the corporate bylaws? I am the former president (just resigned).

 

Optional Information:
Prescott, Arizona

Already Tried:
Event occured this past Saturday so we have not tried much other than contacting the Corporate Commissioner who was no help at all.

Customer (name blocked for privacy)
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September 8 2008 at 7:55 AM (1 hour and 17 minutes and 12 seconds later)
         

No. the violating board member acted improperly to get rid of the president (me) and to have the music director replaced. As far as I can tell, no monitary gain was involved.

 

There were also two of 6 board members who voted to retain her even though her violations were clear.

 

And yes..we have a board liability and errors and omissions policy in force.

 

Thanks for your assistance.

 

Paul Baskin

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September 8 2008 at 8:02 AM (7 minutes and 2 seconds later)
         
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September 8 2008 at 8:09 AM (6 minutes and 55 seconds later)
         

Sorry that I have not been clear.

 

All board procedures were followed. Evidence was presented that clearly proved that a board member had not followed bylaws in attempting to have the president removed and the music director replaced. Her e-mails and secret meeting spoke of a revolt. These meetings ("girls night out") invited all board members except the president and there were no minutes taken. Clearly bylaws were violated but the 2/3 vote to remove was one short of success. Two board members voted NO to remove even though presented with compelling and unquestioned evidence.

 

I would like to find a way to have the offending board member and the two who voted no removed for cause..violation of bylaws.

 

Thanks for staying with me on this.

 

Paul

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September 8 2008 at 8:20 AM (11 minutes and 24 seconds later)
         
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September 8 2008 at 8:24 AM (3 minutes and 13 seconds later)
         

Thank you.

 

The procedures for removal and voting were carried out exactly as per our bylaws.

 

The problem is that even though the evidence showed a violation of action by one board member, two voted not to remove.

 

That's the problem. I want those board members removed plus the one who violated the bylaws to begin with. How must I proceed?

 

Paul

 

PS: I resigned right after the vote was announced.

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September 8 2008 at 8:32 AM (7 minutes and 51 seconds later)
         
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September 8 2008 at 8:54 AM (22 minutes and 35 seconds later)
         

Correct...I am no longer a member of the board so I cannot call a meeting.

 

I guess this means that another board member will need to do it, correct?

 

Thanks again,

 

Paul Baskin

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September 8 2008 at 8:57 AM (2 minutes and 23 seconds later)
         
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September 8 2008 at 9:20 AM (23 minutes and 12 seconds later)
         

I think we're getting there.

 

I was not an employee but just a volunteer and President. Our bylaws state that once a resignation has been presented, the party cannot change his mind. This is no problem for me since my goal is to have the evil doer removed along with those who ignored the evidence of wrong doing.

 

Thus, if I understand you correctly, another member of the board must call that meeting and seek a new vote after stating the violations and indicating that if members agree that the violations have occured, must vote to remove. Is that correct?

 

Paul

Answer
September 8 2008 at 9:39 AM (19 minutes and 10 seconds later)
         
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Correct. A active board member must call the meeting and follow all procedures - dot the "i" and cross the "t" during the meeting.
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