How to recall a board member
Colorado law and the cooperative's bylaws give members the power to remove a director, with or without cause, through a formal petition and member vote. The procedure is defined in C.R.S. § 7-58-807 of the Colorado Uniform Limited Cooperative Association Act, with the cooperative's own rules in Bylaws Article IV.
The procedure
1. Gather petition signatures. Members holding at least 10% of the voting power entitled to elect a director may petition for that director's removal. Since each director is elected by their own membership class, the 10% threshold is calculated within that class. For example, a petition to recall a Supporter Member director needs signatures from at least 10% of eligible Supporter Members.
2. Submit the petition. Signed petitions are submitted to the cooperative's Secretary, addressed to info@subvert.fm. The petition must identify the director being recalled and the basis of the request, if any.
3. A special meeting is called. Upon receipt of a valid petition, an officer of the cooperative or the board must call a special meeting of eligible members. The meeting must take place no later than 90 days after the petition is received.
4. Notice goes out. All members eligible to vote on the recall, along with the director being recalled, are notified in advance of the meeting.
5. Members vote. The director is removed if the votes in favor of removal equal or exceed the number of votes the director received in their original election.
What happens after a recall
If the director is recalled, the seat becomes vacant. Bylaws Article IV.f gives the affected membership class the right to elect a replacement: only Supporter Members vote on the successor to a Supporter director, only Artist Members on an Artist director, and so on. The successor election is typically held at the same special meeting where the recall vote takes place. The newly elected director serves the remainder of the original director's term, not a fresh three-year term.
Decisions the recalled director participated in while serving remain valid.
Can the board remove a director?
No. Under cooperative law, only members can remove a director through the petition process described above. The board does not have authority to remove a peer director by majority vote.
In limited cases, the board can suspend a director temporarily, pending a member vote on removal. There is also one structural exception: under Bylaws Article IV.p, a director who fails to maintain their concurrent seat on the Corporation board (Subvert Inc. PBC) may be subject to removal by the Co-op Board, since dual-seat service is a requirement of the role.
But the general principle holds: directors are accountable to the members who elected them, and only those members can remove them.
Recall has not happened in Subvert's history to date.
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