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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
bylaw
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

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Filed under: Employment
Attorney answers 3

Posted

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.

Asker

Posted

What are the terms of my organizations bylaws?

Michelle A Blackwell

Michelle A Blackwell

Posted

Bylaws are a written document unique to each organization. You will have to ask for a copy from your organization to know the specific terms.

Bryant Keith Martin

Bryant Keith Martin

Posted

Well, this answer is real helpful: "Go ask an attorney"

Asker

Posted

Hi michelle, Thank you for responding. I know what bylaws are. Could you take look at my other post? It is the same question but I have included the section for the removal of directors from our bylaws and some other relevant sections from our bylaws. The Orgeon Nonprofit Corporation Act (http://www.leg.state.or.us/ors/065.html) is the default laws to the bylaws. If you would like me to send you a link to our bylaws, I could as long as you do not post it. Thank you.

Asker

Posted

btw Michelle, I can also send you a link to the directors contract I signed as long as you do not post it. Thanks.

Posted

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

DISCLAIMER: This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am only admitted in New York and New Jersey. Visit my site for more information: www.lawcrt.com.

Asker

Posted

Thank you for replying. Can you please take a look at my other post. It is the same question but I added the section from our bylaws that specifically addresses how directors can be removed and other relevant laws. The Oregon Nonprofit Corporations Act is the default laws to the bylaws.

Bryant Keith Martin

Bryant Keith Martin

Posted

Well, this answer is real helpful: "Go ask an attorney"

Roman Tabatchouk

Roman Tabatchouk

Posted

I will have a look. With all due respect Mr. Martin, unless you can guess the contents of a contract which, it is fairly safe to assume that even you cannot, there is not much else that can be done.

Asker

Posted

Thank you Mr. Tabatchouck for replying. If you would like me to send you a link to our bylaws and the director's contract I signed, I could as long as you do not post it. Thanks again.

Roman Tabatchouk

Roman Tabatchouk

Posted

Please send it to me and I will have a look. I will not post the link.

Posted

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.

This posting does not create an attorney client relationship ,and is for informational purposes only. Any formal representation and advice will require establishment of a contractual relationship with an attorney. For more information go to www.meadfirm.com