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Our co-op is going to propose to remove one of the board members at our annual meeting.
Are the people who have received absentee ballots also entitled to vote on the issue to remove the board member?
We have been informed that the proposal to remove the board member will be voted on separately,
Sounds like they are going to vote this proposal by a majority of members that are present at the meeting, If this be the case; will it negate the absentee ballots who are entitled to vote for the directors?
It seems to me that if you have been given the authority by another member(s) to vote for the directors, you should also be able to vote on their behalf to keep or remove the board member in question.
Hi V.P.
Are you saying that only the members (10%) through a petition can request to have a board member removed? That this cannot be suggested by the other board members and then put to a vote at the annual meeting?
I find it hard to believe that you require only 10% for a petition; if you had 100 owners, that's only 10 signatures; petitions would be rampant. It should be the same as voting (whatever that may be for your environment; ours is 40% of the owners).
They cannot remove absentee votes from the count unless that is one of their written by-laws or rules and regulations and for example "off-premise owners that do not attend in person or provide a proxy will be removed from the owner base" - or something like that.
There should be a Rule & Regulation that identifies when and how a board member can be removed including fellow board members asking them to resign and for example, a conflict of interest.
Suggest you get a copy of your Rules & Regulations/ By-Laws and scour through them. Don't only look at what's there - also look at what's not there.
No NYC
That is 10% of the total shares issued ... check your governing documents, there is usually a paragraph about this process. And that petition is to call for a new election, again you can't remove someone, you replace that person.
VP & Ned,
Thanks for the info
I agree completely with VP. There can be only one election and that is to fill seats which are becoming vacant due to term expiration. It sounds to me like the entire board needs to be replaced if they are contemplating actions which are in violation of your operating documents and probably in violation NYC corporation laws and regulations.
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You can't vote to remove someone! You vote that person off the board by replacing him/her with someone else ... and that cannot be a "separate" vote.
The sole purpose of the annual meeting is to elect a board. There can be only one election.
It is completely illegal to disallow proxies/absentee ballots. It's a fundamental shareholder right.
By the looks of it, that director seems to have quite a bit of support from proxies, which explains the "separate vote without absentee ballots".
ps: Many bylaws allow the shareholders to call for a new election, before the annual meeting, via a petition signed by at least 10% of the shares.
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