Legal Question in Employment Law in California
Removal of Member Elected Director by Board Action
The membership elected me to the Board of Directors for a 3 year term. Ca Corp law says a Board may remove a Member Elected Director for cause,members can remove a director with or without cause. Is it legal for a Board to initiate a Special Members Meeting to remove a Member Elected Director for cause? Does ''cause'' imply the Director has been dishonest, convicted of a felony or mentally incompetent? If this is untrue would this be libel? If the Board can remove a director for cause why call a members meetimg?
A notice was mailed to members of the organization and said :The Board of Directors requests a member vote to remove for cause xxxx as a Director of XYZ Inc The Board is calling for this vote in accordance with the bylaws of the organization and CA State Corporations Code. The vote will be by secret ballot and an impartial Elections Inspector will gather and tally the votes.
At the meeting I given a letter written that day to the Members of XYZ citing untrue statements about me, I was given no opportunity to read it or respond or even prove with documents that reasons the members were given to vote me be off the Board were untrue.
1 Answer from Attorneys
Re: Removal of Member Elected Director by Board Action
If provably false statements were made that affected your reputation or profession, you have grounds for a libel action and overturning the election vote. If interested in pursuing this, contact local counsel.
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