34
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Difference between revisions of "Mesh/Bylaws"
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→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 (TODO (Jorrit) I object to barring convicted felons from board position | :(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 (TODO: (jorrit) should this be unanimous, following consensus decision making?) 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 | ||
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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==== | ||