Bylaw III
Resignation, Removal, and Replacement of Board Members and Board Officers
Any Board member may resign from an office of the Board or the Board itself by giving written notice to the Chair or the Head of School. Such resignation shall take effect at the date of the receipt of such notice or at any later time therein specified and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Board members who resign or do not run for re-election at the end of the school year shall attend the regular session of the June Board meeting in a non-voting capacity. They may attend the executive session by invitation only.
The membership can vote to remove any Board member at a membership meeting provided this item has been placed on the agenda of a general membership meeting, or an extraordinary meeting called (inter alia) for the purpose.
According to German law, elected Board members (Article IV.1.a.) can only be removed at a membership meeting. The Board shall – through the Board Officers (Article III) – call for such a meeting if an elected Board member has committed a serious breach of responsibility or is unable to carry out his/her constitutionally prescribed executive responsibilities.
An appointed Board member (Article IV.1.b.), or a co-opted member replacing a Board member who has resigned (Article V.15.), who has committed a serious breach of responsibility or is unable to carry out his/her executive responsibilities may be removed from his/her position by majority vote of all other voting members of the Board.
Should a member of the Board of Trustees other than the faculty/staff Board member resign or become unable to serve during his/her term of office, the Board of Trustees shall have a discretionary right to co-opt a replacement (Article V.15). The Chair of the Trustees Committee shall propose a replacement to the Board. If the Board member to be replaced is an elected Board member (Article IV.l.a.), the slate of candidates shall be limited to regular association members. If the Board member to be replaced is an appointed Board member (Article IV.l.b.), the slate may include non-association members. The replacement shall complete the remaining term of the Board member having resigned or become unable to serve.
In the event the faculty/staff Board member should during his/her term resign or become unable to serve, the faculty and staff shall elect as promptly as possible another person to complete the remaining term (Article V.17).
A faculty/staff Board member (Article IV.1.c.) who has committed a serious breach of responsibility, or is unable to carry out his/her executive responsibilities, may be removed from his/her position at a meeting of the faculty and staff to vote upon a motion to remove the Board member.
The failure of any Board member to attend three (3) consecutive regular Board meetings may be treated by the Board as a resignation of the Board member (Article VI.5.). The Chair shall contact the absent Board member and discuss the reasons for such absences with the Board member. At the next Board meeting following the three consecutive absences, the Chair shall make a report to the Board on such absences and whether the Board member is interested in continuing to serve on the Board. The Board shall elect either to accept the absences as a deemed resignation or to request the Board member to improve his/her attendance. If the Board member in question was not in attendance at the meeting in which the Board takes its decision, the Chair shall give written notice of the board’s action to the absent Board member.
Any vacancy on the Board shall merely reduce the number of duly elected and acting Board members until such time as the vacancy is filled.
A Board officer may be removed at any time provided that notice of intention to remove such officer is set forth in the notice of the meeting. Any such officer shall be entitled to appear before and be heard at such meeting. The officer shall be entitled to remain as a Board member unless removed from the Board.
A departing member of the Board shall receive a letter from the Head of School signed by all members of the board.