The requirements set forth in the Bylaws are enforceable. If a board is ignoring those procedures then an aggrieved party with standing may be able to take further action to have the wrongful actions invalidated. I would meet with an attorney who has experience with nonprofits and who will be able to handle dispute resolution if you want to pursue this matter further.
Legal disclaimer: The answer provided above is for general information purposes only and should not be relied on as specific legal advice. This answer does not form an attorney-client relationship. You should consult with an attorney of your choice to fully advise you about your legal rights and obligations.
Only the Bylaws control the process if specifically addressed.
My answer is not intended to be giving legal advice and this topic can be a complex area where the advice of a licensed attorney in your State should be obtained.
Wow! The board of directors wants to throw out the chairman of the board because of a desire to make sure the organization's accounting is in order and properly handled? Sounds like another Enron, doesn't it? Why would the board not want to make sure everything is being done properly? Rather than run from the truth, they should embrace it. Are you sure you want to stay on board with an organization which does not respect truth? Perhaps you need to make arrangements to have the board dismissed. The most grievous of financial sins often starts out with something as "innocuous" as this kind of event. Or not. Just get to the bottom of it if you want to be able to sleep at night.
I personally hate it when organizations try to cover over the truth. When will people learn that truth has this incredible ability to surface and show its face no matter what obstacles are in its way?
Office: (410) 381-1656. This is NOT legal advice, is GENERAL INFORMATION ONLY, and does NOT establish an Attorney/Client Relationship with you because you have not yet retained me, and because you have not provided me with a COMPLETE set of all the FACTS in your legal situation. Therefore my answer cannot address your specific legal situation and you should not rely upon my answer in your legal matter. This answer is provided as GENERAL INFORMATION ONLY, and to assist you in beginning your own research or in finding an attorney to represent you. I am an attorney licensed in Maryland and California. If you want me to provide legal advice, then you must call for a Consultation. If you would like me to represent you, then a Retainer and a fully signed and dated Legal Services Agreement (a contract) will be required. Office: (410) 381-1656. David Mahood, Esq.
The short of it is anyone can demand anything they want. A no-confidence is supposed to embarrass its target, but it has no legal force. Only an action by the Board after a process that is specified in Robert’s Rules can result in removal of a BoD member. But, from personal experience, the process—including something like a trial, can be extremely disruptive and create fractures in the organization that takes years to heal.
Licensed in Maryland with offices in Maryland and Oregon. Information here is general, does not create a lawyer-client relationship, and is not a substitute for consulting with an experienced attorney on the specifics of your situation.