#02: Recall of Board Members

Nathanael Nerode neroden at twcny.rr.com
Wed Mar 12 04:46:33 UTC 2003

David Graham gives a very good description of what are called 'special 
elections' in the US or 'by-elections' in the UK.

I'm strongly in favor of by-elections being used to fill vacant board seats; 
there should be a clause in the by-laws specifying this.  (Of course, if the 
general election is really soon, one should be able to wait for the general 
election -- probably the clause should say 'if a board seat becomes vacant 
more than 30 days before the next general election' or something like that.)

Board seats can become vacant through resignation, of course.

The board (voting without the 'accused' member) should be able to evict a 
board member for
* Misconduct
This is where the accused member gets the presence of counsel.
* Delinquency (not showing up for board meetings; the standards for this 
should be set out explicitly elsewhere in the by-laws under another topic.  
If this is explicit enough the accused member should have no need for counsel 
as the facts of delinquency will be clear.)

In all these cases there should be a by-election to fill the vacant seat, 
just as if the member had resigned (except that the member might run again).

If n% of the membership signs a petition, the member should be 'recalled' and 
a by-election held.  Perhaps in this case, however, the member should 
continue to serve until the by-election is held.  (Particularly if n% is 
chosen small, because then the recalled member is likely to win again.)  The 
question of how big n should be is an important one.

--Nathanael Nerode

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