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If a majority of board members of a nonprofit corporation wish to propose a motion of "no confidence in" or "resignation of" the president, does the president have a "conflict of interest" in voting on this motion?  How is such a motion handled in the case of serious dereliction of duties by the president, none "illegal" but basically taking actions without board approval or refusing to carry out actions voted on by the board?

If you can’t get the president to change his or her ways simply by talking about your concerns, you need to consult your bylaws, or the state nonprofit corporation law if your bylaws are silent, on the procedures for removing an officer.  Normally a board has the right, by majority vote, to remove an officer whenever they think it is in the best interests of the corporation to do so.  I would assume that the president could vote on the motion, regardless of the “conflict of interest,” so I would want to be sure that I had enough votes after counting the president as a “no” vote.

Removing this person as an officer does not necessarily mean removing the person from the board as a director, so if you want to get rid of this person entirely, you need to consult the provisions for removing a director as well.  Those provisions are often more stringent.

8/24/2010