If your bylaws are silent, this is a question governed by your state nonprofit corporation law. In general, it may be difficult for other directors to remove her as a director on the board if you don’t have serious cause, such as specific malfeasance in office. The rules are generally much less stringent to remove an officer, however, and you may be able to remove her from her position as President merely because you believe it is in the best interests of the corporation to do so. That action would change the top leadership of the organization, and might cause her to resign from the board itself.

 

Your “unanimous written consent” letter would not be effective without the signature of all of the directors.

 

As a chamber of commerce, you probably have voting members of the corporation who have the right to remove any or all of the directors without cause if they follow certain procedures.

 

Once you get the current situation resolved, you ought to amend your bylaws to make clear how the directors and members can deal with a situation such as this in the future. The bylaws ought to be clear so that you don’t have to struggle to understand how to resolve the issues. (See Ready Reference Page: “Bylaws Function as Constitution for Nonprofit Corporations.”)