June 27, 2024 (OTTAWA, ON)
In Part 1 of our blogs on Special Meetings of Members we shared the process for calling a Special Meeting and the common questions that we receive. Part 2 of our series addresses the specific scenario when a director/officer is to be potentially removed from a sport organization at a Special Meeting.[1]
In the context of the applicable federal/provincial/territorial legislation in Canada, specific terms (such as ‘directors’ and ‘officers’) may shift and your governing documents may apply different names or rules to the positions. In this blog, we will use the term ‘directors’ to refer to all of the individuals that are elected by the members to administer or supervise the management of the activities and affairs of a sport organization.
[1] It is important to recognize that removal of a director is a serious proceeding with significant implications on the organization and its people. Attempting to remove another person/entity from their role in the organization is typically not the first solution to addressing existing issues related to performance, strategic disagreements, personal differences, or other organizational incidents.
It is also important to recognize that casting a person/entity in a negative spotlight, in front of their peers, can potentially cause personal suffering and reputational damage. Business continuity and organizational resources will also likely be impacted. Should any collection of individuals (the members or the Board) seek to remove another person/entity from the organization, it is important to first consider other possible alternatives to mitigate the issues as well as the risks to the organization.
In addition, legal counsel is usually recommended to help navigate circumstances where there may be significant implications/ramifications.