article 12 relating to removal of directors without cause where a quorum is present.How many trustees make up a quorum and what if some hardworking director simply becomes "unpopular without cause"?How is the vote carried if say for example only two are remotely present to execute a decision leading to expulsion?Can two directors carry a vote on such a matter without cause?.Is without cause also without fair warning of transgression of bylaw beforehand or ability of colleagues to dismiss at will of unwanted party etc?
thanks for the question egghead123
This is actually Article 5, section 12. Re: BOARD OF DIRECTORS, it says: "Any member of the Board of Directors may be removed with or without cause, at any time, at a special meeting properly called for that purpose of the members and where a quorum is present. A board member who has been removed as a member shall automatically be removed from the board."
A quorum is half of the eligible voters, that means this action is seeking high voter turnout, not necessarily high voter participation. As opposed to the current vote to pass the EMC2 bylaws which requires high voter turnout
and high voter participation.
Let's say the eligible voters for EMC2 community is 20, the quorum would mean that at least 10 people need to be at the election, if only 3 people vote a decision will have been made even though the vote was low. Please note the count is of the membership not of the board members because the People voted him in the People should be the final deciders. The more people that vote on an issue the more fair the decision will be.
To address your question on the matters of: 'hardworking', 'popularity', and 'fairness' when it comes to voting it is almost always about popularity, rarely is it about what makes the most sense. 'Without cause' essentially means 'no reason', it doesn't mean there was no warning, and it doesn't mean the process is unfair. The process allows you to fairly hear (fair hearing) what all of the relevant parties have to say on the matter.
The EMC2 board needs hardworking people (popular or not) to serve on the board and or on committees.
Ok, that was my explanation of section 12 of article 5, perhaps others may chime in on this. But what wording do you feel would be most fitting for that section?
Thanks for the response Armis.The terms stated in the article are clear enough but my only issue really was protection from unfair dismissal or some leave to appeal an unfair decision but most company bylaws have similiar wording however most corporate entities are regulated by labour court etc.
Regarding corporate for profit entities usually Bylaws typically contain specific provisions detailing:
The purposes or mission of the organization.
How directors are elected or otherwise selected.
How the board may take an action.
How board meetings are called and noticed.
How board meetings are conducted.
The officers the corporation will have.
The duties and responsibilities of each officer.
The authorization of board and non-board committees.
The level of indemnification provided by the corporation to protect its directors, officers and other agents.
The reports due to directors.
Bylaws of nonprofit corporations with voting members will contain
additional provisions detailing:
The classes and qualifications of membership.
The rights of membership.
How a member may be suspended or terminated.
What actions the membership may take.
How the membership may take an action.
How membership meetings are called and noticed.
How membership meetings are conducted.
