This was proposed in March 2006 by Birket Foster:
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My suggestion is the following be inserted in section 7 of Article IV:
Any Director who fails to attend 3 meetings in a row, will be invited
to attend the next meeting to explain the circumstances for the absences,
and requesting an explanation for the circumstances to be submitted in
writing, e-mail acceptable, for consideration at the meeting. If in the
opinion of the majority of the directors the absences constitute a dereliction
of duty, the directors may vote for the removal of the Director, without
having to call a special meeting for this purpose. If the circumstances
are for scheduling reasons, the Directors will try to accommodate a schedule
change request.
Please review the above and be prepared to discuss and vote on this proposal
on 3/8.
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The bylaws currently contain the following language:
"Any Director may be removed without cause at any time by a vote
of the Members at a meeting duly called for that purpose. Any Directors
whose removal has been proposed shall be given at least 15 days notice
of the time, place and purpose of the meetings and shall be given an opportunity
to be heard at the meeting.
Any Director may be proposed for removal without special notice and can
be found to be in violation of the provisions in Section 12 of Article
IV, by adoption of a resolution with an affirmative vote of a majority
of the Directors present at any regular or special meeting of the Board
of Directors; any Director who is the subject of said resolution shall
be given an opportunity to be heard prior to voting and will then abstain
from casting a vote on the resolution; a Director found to be in violation
of Section 12 will then be considered immediately removed from the Board
of Directors and officially notified of said removal by the
Secretary of the Corporation by mail, facsimile, or electronic mail."
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Please review the proposal in context of what's currently in the by-laws.
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