Posted:
FranN:
What has happenend here is defamation. Defamation suits are difficult to litigate, but your board is a corporation and has a duty to fellow directors for loyalty. When someone threatens you and accuses you of "theft" and no one on your board supports doing something about it, they are guilty of misconduct. If you misappropriated funds either recklessly or negligently, you can be sued and it turned over to their D&O insurance. However, since it is a lie, it is defamation. If a board doesn't concertly stop such wrongdoing, they are ALL at fault and this VP needs to be told that. You, even as President, can make a motion to remove the VP and have someone second it, and then vote. Then you as President or anyone else can nominate, second and vote in another director to VP. The board can change officer's positions on the board, but not remove directors from the board because they were ELECTED by the membership. Keep in mind, I'm not saying you wouldn't be successful in a defamation suit, just that they are difficult. Slander is the verbal defamation; libel is written defamation--if it is in writing, you have a lot better case; if it's verbal, and they only said it to you, it will be difficult to prove. If it was said to several people and they will witness, you also have a good case. Let me also say that it is becoming the "in-thing to do" to defame people, and they are getting by with it all over the place. Be very careful though, the very people you think are your friends in this situation, may be helping the VP to defame you. For instance, some MCs these days don't like to be supervised by the Board, but vice versa. It is so easy for someone in the MC to find a weakling on your board and, as is the case with our board in my assn., they scratched each other's back for a goal of the president's takeover for a special interest group, and not for the good of the entire association. The MC wanted to be rid of me because I was VP and I TOLD THEM THAT THE BOARD WOULD MAKE THE DECISIONS, and they wanted it the other way around. They helped each other with an assault and defamation; I've resigned from the board, will never do it again, and when a claim the president and MC agent interfered with it--that is against the law too.
Good luck.
EdR