At our next regular meeting I am going to propose the removal of a board member.

I am positive that if the vote were left to a verbal yeah or nay it will not pass because voting members would not want to appear to dislike the board member in question.  However, I do believe that if it were to be by secret ballot the proposal would pass.

What are your ideas?  Do you think it is ethical to ask for a secret ballot?  In your opinion is it legal?  Have you had experience with this?

I'm torn because I know that most board members would like to see this board member in question removed.  But I also know that most of them don't want to be considered the bad guy.  HELP!

Thank, John.

Most by-laws specify the conditions under which a director can be removed from the board (missing more than three consecutive meetings without good cause shown, for example).  Some have a catchall phrase allowing removal of directors "for cause" or something like that.  If there is no such language then the laws of your state will apply. 

It is very, very difficult to remove a director for cause.  Is effect they must have broken the law or done something that is so obviously opposed to the best interest of the organization that no one would take such an action.  That is a very hard accusation to prove. 

Most by-laws also have a notice requirement before a director can be removed.  Again, if not, state law will govern. 

In over 30 years of dealing with boards of directors, only once have I seen a director removed for cause.  In that case the director was revealing confidential information from executive session to the union during union contract negotiations.

Also expect the lawyers to get involved and the price tag to escalate - remember that many by-laws provide indemnification for directors who are sued as a result of their role as a director - your theater may end up paying for both sides of the lawsuit!!!!

Just a few things to think about.

It took a while, but I found the information.
 
STATE OF MICHIGAN NONPROFIT CORPORATION ACT
 
450.2511 Removal of director or entire board.
 
Sec. 511. (1) Unless otherwise provided in the articles of incorporation or bylaws, a director or the entire board may be removed:
 
(a) With or without cause, by vote of the holders of a majority of the shares or by majority vote of members entitled to vote at an election of directors.
 
(b) With cause, by the vote of a majority of the directors then in office in the case of a corporation organized upon a directorship basis.
 
(2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no 1 of the directors may be removed if the votes cast against the director?s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which the director is a part.

(3) When shareholders or members of a class are entitled by the articles or a bylaw adopted pursuant to section 506(2) to elect 1 or more directors, this section applies, with respect to removal of a director so elected, to the vote of the holders of the outstanding shares or members of that class and not to the vote of the outstanding shares or membership as a whole.
 
OUR THEATER BYLAWS
 
Section 4.  REMOVAL OF DIRECTORS: Any director may be removed from the Board of Directors by an affirmative vote of nine (9) members of the Board of Directors, whenever in its judgement the best interests of the corporation would be served thereby. Any board member who misses three consecutive meetings shall be reviewed for removal by the Board of Directors. It shall be the responsibility of the Recording Secretary to note three consecutive absences by a board member, and the responsibility of the Vice-President to recommend review.
 

Based on the fact that we have provided for the removal of a director in our bylaws, I feel confident persuing their removal.
 
Thank you all so much for this discussion.  Keep it up!