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Whats for cause & for what reason can I be removed as director? Does the board or core volunteers have the right to remove me?

Portland, OR |

I'm director of nonprofit 501(c)(3) public benefit nonmembership corp in Oregon
I'm 1 of 3 BOD's who are volunteer Reps. & were elected by the core volunteers of our org to represent them
Rest of directors are elected by BOD
Any Director elected or appointed by the Board may be removed by the Board, for cause, by the Directors then in office, except for the director in question, whenever in its judgment the best interests of Org would be served thereby.
b At least two Directors shall have been designated by active volunteers (as defined by the Board) from their own number, to be their reps on the Board (Volunteer Reps Directors)
b Prior to the annual meeting of Board, Board shall elect the successors to the Directors whose terms expire that year, other than Volunteer Reps Directors

Attorney Answers 3

  1. Generally, a director may be removed pursuant to the terms of the bylaws or for violations of statutory duties. You should consult with an attorney about the specifics of your case.

  2. In order to answer your question, you need an attorney to review the By-Laws of the organization. Those generally outline the removal procedures.

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  3. You question is somewhat vague. Typically 501 (c) (3) organizations have a Board, made up of directors, "the board" and have an Executive Director ( ED) who serves at the pleasure of the Board. The ED is responsible for the day to day mangmentof the organization ,and is essentially an employee of the Organization whiereas the board members are voted on. it is not clear whether you serve as a ED or a Board member. The duties of the ED are usually spelled out in an employment ocntract , whereas removal of a board member is customarily defined by the bylaws.

    You should defintely consult with an attorney.

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