Board member removal

[Lothar]

Hello,
I am one of 9 members of the board of directors for a small non-profit community theatre in salem oregon. We recently have had a board member breach the board covenant on more than one occassion this year, as well as protocal and prodcedure issues. He blatantly has gone against the vote of the other 8 members this year on certain issues because he felt it was the right thing to do regardless of how the board voted. The board has since tried to resolve this matter amicably, and ultimatley voted in executive session for his removal from the board for the remainder of his term.
He has since replied that our vote was invalid due to it being held in executive session, and that he intends on serving out his term regardless of what the other 8 members of the board say. Furthermore, he is basing this off of the fact that other than consistent lack of attendance, and/or a board members voluntary resignation there is nothing stated in our theatres by laws regarding board removal. Are we justified in our decision due to his breach of the board covenant regardless of what is or is not written in the theatre's by laws?

Thank you!

Lothar

 

[Michael Wechsler]

Hello,
I am one of 9 members of the board of directors for a small non-profit community theatre in salem oregon. We recently have had a board member breach the board covenant on more than one occassion this year, as well as protocal and prodcedure issues. He blatantly has gone against the vote of the other 8 members this year on certain issues because he felt it was the right thing to do regardless of how the board voted. The board has since tried to resolve this matter amicably, and ultimatley voted in executive session for his removal from the board for the remainder of his term.
He has since replied that our vote was invalid due to it being held in executive session, and that he intends on serving out his term regardless of what the other 8 members of the board say. Furthermore, he is basing this off of the fact that other than consistent lack of attendance, and/or a board members voluntary resignation there is nothing stated in our theatres by laws regarding board removal. Are we justified in our decision due to his breach of the board covenant regardless of what is or is not written in the theatre's by laws?

Lothar -- let us not confuse this with an employer-employee situation. Regarding is vote, he can vote whichever way he wants to unless it violates some provision. Board members aren't all supposed to vote the same way in buddy-buddy fashion. They are expected to have differences of opinion. However, they are also supposed to use good, prudent judgment and not act in an arbitrary fashion that could injure the corporation. I don't know what the board convenant is and I haven't seen the entire bylaws that I could even comment on chances for removal and whether there truly was a "breach."