I have never seen bylaws that give a Chair the power to dismiss a director. Since Una cares about the charity's mission, it's far too early for her to give up and submit a resignation.

Is the Chair lying about the need to hold an AGM? Or genuinely unaware that government allowances for temporary delays likely applied only early in the pandemic? Una can share correct information from the relevant government site with the Board.

Are the directors aware that the Chair is providing wrong information and over-stepping his authority? Once they learn the charity is seriously out of legal compliance, will they care? They probably haven't thought about the board's role in following bylaws since their orientation over six years ago.

Where is the Executive Director in this? Most would ensure the Board receives accurate advice about key legal areas.

As a new director, Una can reach out for learning conversations with some board members and the Executive Director, then seek to initiate a board discussion on bylaws and post-pandemic compliance. The Chair is unlikely to accept that request directly from Una. If the draft agenda still leaves out that item, a director could move to add it.

Sadly, Una needs to prepare herself for rude treatment by the chair, maybe even an attempt to remove her from the meeting. Other directors need to speak up or even ask that the discussion move In Camera to discuss the chair's conduct.

I hope the situation gets resolved without Una resigning. The charity world needs more directors willing to learn about critical issues and speak up for change.

Jane Garthson is President of the Garthson Leadership Centre, Executive Coach & Governance Consultant to Not-for-Profit Leaders, Former Chair of the Ethics Practitioners Association of Canada, ND FORMER Executive Director of Toronto Cat Rescue. She is based in North York, Ontario, Canada.

Oh dear, what a sad introduction to directorship!

Una is right; this is not how a board is supposed to operate.

Una should leave this board with as much speed as she can muster. Unless she can convince the board to hold an AGM and get herself - and the remaining directors - validly appointed, she has been rendered powerless. The Chair will simply exclude her from all decisions and meetings.

Any director can oblige the board to call an AGM or EGM by requisitioning it via a legal letter (and likely then following up through the corporate (ASIC) or charities (ACNC) regulator to prevent the board from simply ignoring her request). The problem is that, absent any evidence of her being voted into office, the board can simply say that she is not a director. This could turn into a lengthy and emotionally draining pursuit.

Una must ensure that she is validly removed from this board. The best way to do this is visit the corporate regulator's website and check that her name is no longer listed as a director or 'responsible' person. If she is still on the website, she is still potentially liable for the actions of the board.

If she is still listed on the website, then it is up to Una to ensure she is clear. She should write a letter of cessation to the board confirming that she has ceased as a director. She should also write to the regulator:

• Attaching copies of relevant board minutes and communications about her appointment
• Explaining her inquiry about an AGM, and the chair's false information (AGMs are still required) and 'dismissal' of her from the board
• Attaching a copy of the letter confirming her cessation as a director from the date of that conversation

Right is on Una's side, but there are boards where she can make a valued contribution, and she shouldn't waste her time with these buffoons.

Julie Garland McLellan is one of Australia’s most internationally acclaimed company directors and board advisors. She is renowned for her practical experience as well as deep governance expertise and qualifications. She is based in Sydney, Australia.

The situation is that Una has been co-opted onto this board. She has subsequently asked some good questions, and the responses have left her unsure about several matters. The right thing to do is for her to resign from the board. So that's the easy answer, and there's not much of a dilemma with that - it's the right thing to do.

But there is more, a second question demands consideration, "What of the current directors who may have been breaching their duties or regulatory requirements?" Una’s decision to resign should be enough to motivate the chair to look at the situation, call a meeting of directors, and decide upon an action plan.

Specifically, the chair should state there may be some bigger issues to resolve; that legal advice should be sought and an action plan developed. This should happen promptly-within seven days, maybe more promptly. Then as a matter of integrity, the board should brief the shareholders about the situation they find themselves in and their action plan to remedy it.

Dr. Peter Crow is an independent board advisor and educator, best known for his expertise in corporate governance, strategy, and boardcraft, and extensive record helping boards govern with impact. He has served on the boards of over twenty private companies, family businesses and social enterprises; advised hundreds of boards, chairs, institutions and governments; and taught on post-graduate and director development courses. He also speaks and writes on topical issues. Peter contributes globally.

Una should carefully consider her next steps, as her situation involves several governance and legal concerns.

1. Validity of her Appointment: According to the constitution, directors must be elected at the AGM, and there has not been an AGM or re-election since 2019. If she was appointed in a manner that contradicts the constitution, her appointment may not be valid.
2. Dismissal by the Chair: The Chair's assertion that he can dismiss Una unilaterally without board consultation and without written notice seems questionable, as most governance frameworks require decisions like board dismissals to be made by the board as a whole [Wrong! Only the Members can remove directors, not the board unless this is a rare company where the Members are the Directors - this note is from Julie just in case you believed ChatGPT was infallible]. Una should request the dismissal in writing to better understand her legal position.
3. Shadow Director Risk: If Una continues to act as a director despite not being validly appointed or dismissed, she could potentially be considered a shadow director, which means she could be held liable for the company's actions and decisions. It's important for her to cease any involvement in board decisions if her position is in doubt.
4. Next Steps: Una should request formal clarification of her position in writing from the board, seek legal advice to ensure her rights are protected, and consider whether to formally resign if she is no longer validly appointed. This would help avoid any further risk of shadow director liability.

In summary, Una should not just leave without clarifying her position legally and ensuring the risk of shadow director status is mitigated.

Chat GPT is an artificial intelligence (or a pattern recognition, data analysis, and prediction engine). It resides in Cyberspace.