Board Member Recall

[Al Stramiello]

As the Bylaws are being revised . . . I would like to offer another suggestion to the Committee. I may be missing it, but upon perusal of the current Bylaws, I do not see a procedure that allows the membership to recall a Board member or members. There needs to be a provision for Board Members to be held accountable to the membership. We need to have a process for reigning in Board Members whose action are detrimental to the good of the organization. Just my thoughts.

I'll be sending this suggestion to Ron.

 

[George Guadiane]

On the one hand, that would be complicated, time consuming and expensive... It would also politicize the entire membership, not necessarily a good thing, as we have seen.. .

On the other hand, it certainly seems to me that we outsiders need to have more input into our organization.
I'd love it if this didn't turn into another thread about what "just isn't possible." I don't have an answer, or even a suggestion at the moment, but censure to dismissal doesn't seem unreasonable... We have seen the results of power with no one but each other to answer to in just a few hands. I didn't like it.

More structure, more transparency and consequences for failing to comply.

 

[davidwalser]

Al,

That's already on our to-do list. I'd say it's already on our done list, but I cannot recall for sure where we are in the process of addressing that issue. Rest assured, the new bylaws will have a method (or two) for the membership to remove a director.

 

[Marvin Hasenak]

Al,

That's already on our to-do list. I'd say it's already on our done list, but I cannot recall for sure where we are in the process of addressing that issue. Rest assured, the new bylaws will have a method (or two) for the membership to remove a director.

I hope that whatever the bylaw committee comes up requires that so many people would have to sign the complaint. Or there might be a flood of "garbage" complaints if something minor happens.

 

[Royce Wallace]

Removal of director

You might review Minn. Statute 317A.223, Removal of Directors, Subd.4., Removal by members with voting rights. "A director may be removed at any time, with or without cause, by those members eligible to elect the directror."
Of course a different method of removal can be specified in the articles or by laws, which is often the lead in to Minn. corp. statutes.
I prefer a removal provision similar to the provisions of 317A.467, Equitable Remedies, authorizing 50 members to initiate an action for redress of violation of the provisions of the chapter by a director, or officer of the corporation.

 

[Ron Sardo]

Al,

I received both your suggestions and I do want to thank you,

In truth, what you sent we already know and honestly very little if anything that we can use.

As I told you on more than one occasion.... if you truly want to make a valuable contribution to the bylaws, I would again recommend that you submit suggestions by article number with actual text for changes and email them to this address


Here is a fictitious example of how to submit your changes

Section 12.01 Corporate Seal.
The Board shall provide a Corporate Seal rubber stamp a rubber stamp would be less expensive to use which shall be circular in form and shall have inscribed thereon the name “American Association of Woodturners, Inc.†and the name of the State of Incorporation.

I had to underline the text I wanted to change instead of crossing them out, this forum does not allow strike through characters. Red is the words I am suggesting and blue is my reason for the change.

 

[Stuart Johnson]

Gosh Ron, a nice engraved seal looks so good plus after the initial layout you don't have to spend money on stamp ink, the user doesn't have to use tissue to clean off fingers, and what about the mess if the bottle of ink is upset.

Maybe you should schedule a conference call so this can be discussed in detail.

 

[Ron Sardo]

LOL, that is the type of replies one would see in a committee.

This is the way the committee is working because we found it is the simplest to convey our thoughts and helps us to remember the reasoning when we need to review some notation that is a week old.

BTW - Blame Jerry Robertson for this and I have to admit, it works!