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Unread 12-18-2010, 01:10 PM   #1
Jeff_in_KC
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Default I knew this was somewhere...

I knew there was a provision for this under Missouri law and finally located it...



Missouri Revised Statutes

Chapter 355
Nonprofit Corporation Law
Section 355.346

Removal of directors.

355.346. 1. The members may, without cause, remove one or more directors elected by them.
2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
3. Except as provided in subsection 9 of this section, a director may be removed under subsection 1 of this section or subsection 2 of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
6. In computing whether a director is protected from removal under subsection 2, 3 or 4 of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
7. An entire board of directors may be removed under the provisions of subsections 1 to 5 of this section.
8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; but a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. 9. If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

So... if it just gets too bad to continue with the frustration, there ya go. Members still run the show, regardless of what some think and regardless of power struggles that are going on.
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Unread 12-18-2010, 01:13 PM   #2
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interesting!
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Unread 12-18-2010, 01:14 PM   #3
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Quote:
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interesting!
Isn't it though?
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Unread 12-18-2010, 01:57 PM   #4
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things that make you go mmmm
in the right hands that could be an early Xmas present
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Unread 12-18-2010, 02:21 PM   #5
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It is interesting. Now if we could apply that rule to some politians I know-----
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Unread 12-18-2010, 04:46 PM   #6
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Anybody recall what the number was that was "sufficient to elect the director at a meeting to elect directors"?
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Unread 12-18-2010, 05:21 PM   #7
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Mike, I'm only guessing but I'd think either 1.) the number of votes they received when they last ran or 2.) the number of votes it took ANY director to be elected in the previous election (last election I believe was 1,006). One would need to meet with a Missouri attorney who specializes in non-profit law and have him give an anticipated number based upon our own situation within KCBS and his or her experience with the law. For instance, obviously we don't hold a meeting to elect directors but online elections would be considered equally. WE couldn't just be SOL because we don't hold meetings to do so.
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Unread 12-18-2010, 05:36 PM   #8
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I'm no attorney, but I would think that a method acceptable for electing Board members should be equally acceptable for removing them. Be that a meeting, electronic ballots, or paper ballots, I would think that if it works for putting them in, it would for taking them out.

As an aside, a big step in the right direction is for members to choose wisely next month when they vote. Filling 5 open seats with the right people will go a long way toward fixing the current problems.

....but that's just my opinion.
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Unread 12-18-2010, 06:23 PM   #9
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Quote:
Originally Posted by Smokedelic View Post
As an aside, a big step in the right direction is for members to choose wisely next month when they vote. Filling 5 open seats with the right people will go a long way toward fixing the current problems.

....but that's just my opinion.
Absolutely correct! And we'd give immunity to the new ones of course!
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Unread 12-18-2010, 07:16 PM   #10
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I think the biggest hurdle would be getting enough people to constitute a quorum for any recall election. I'd be curious to know what a quorum is under the KCBS Bylaws.
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Unread 12-18-2010, 08:00 PM   #11
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If we just don't vote for any incumbents we'll have 5 new board members this year and four more next year and it'll be a whole lot easier to accomplish than legal proceedings. .
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Unread 12-18-2010, 10:19 PM   #12
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Quote:
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If we just don't vote for any incumbents we'll have 5 new board members this year and four more next year and it'll be a whole lot easier to accomplish than legal proceedings. .
I agree Ray but do you really want the new folks exposed to what the board has become? The ones left will STILL cause problems and the new ones will get burnt out and quickly become frustrated if they aren't really strong. It doesn't HAVE to be legal... you just do what state statutes allow members to do and if it works out, remaining incumbents step down and we have a special election to fill those seats or the remaining board appoints people who will work towards cooperation, unity and get down to the business of accomplishing things for KCBS and the members.
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Unread 12-18-2010, 10:22 PM   #13
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Quote:
Originally Posted by White Dog BBQ View Post
I think the biggest hurdle would be getting enough people to constitute a quorum for any recall election. I'd be curious to know what a quorum is under the KCBS Bylaws.
State statutes do not call for a quorum of members. Hell, we never come remotely CLOSE to elect these people. Why would we need one to get rid of them?
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Unread 12-18-2010, 11:15 PM   #14
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I'm not sure about the MO law but, if we do away with the BOD, there would be no one to call for an election. Since we (the BOD) chose not to use RONR, then there would be no provisions for succession therefore, the organization would cease to exist and the funds would be required to be distributed to pay any and all debts and the remainer distributed to members of record. KCBS would cease to exist!
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Unread 12-18-2010, 11:22 PM   #15
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I'm kind of new here. Whats going on with the KCBS board thats got everyone so upset. Was thinking about joining but seeing this makes me wonder if I should.
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