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edits
Difference between revisions of "Mesh/Bylaws"
→c. Removal of Directors
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A vacancy or vacancies on the board of directors shall occur in the event of | A vacancy or vacancies on the board of directors shall occur in the event of | ||
:(a) the death, removal, or resignation of any director; | :(a) the death, removal, or resignation of any director; | ||
:(b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; | :(b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony (TODO (Jorrit) I object to barring convicted felons that did their time from board position), declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; | ||
:(c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove the director(s); | :(c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority (TODO: (jorrit) should this be unanimous, following consensus decision making?) of all members, to remove the director(s); | ||
:(d) the increase of the authorized number of directors; or | :(d) the increase of the authorized number of directors; or | ||
:(e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting. | :(e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting. | ||
===b. Resignation of Directors=== | ===b. Resignation of Directors=== | ||
Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. | Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. | ||
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Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors. | Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors. | ||
===c. Removal of Directors=== | ===c. Removal of Directors=== | ||
(TODO jorrit - again, I would like to suggest consensus model here as opposed to a simple majority.) | |||
:(1) Any or all directors may be removed without cause if: | :(1) Any or all directors may be removed without cause if: | ||
::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). | ::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). | ||
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::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ||
::(c) the board by resolution of the majority of board members must agree before a director who has missed three meetings may be reinstated, | ::(c) the board by resolution of the majority of board members must agree before a director who has missed three meetings may be reinstated, | ||
===d. Filling Vacancies on Board of Directors=== | ===d. Filling Vacancies on Board of Directors=== | ||
====(1) Vacancies Filled by Board==== | ====(1) Vacancies Filled by Board==== | ||