Form with which the board of directors of a corporation accepts the resignation of a corporate officer.
Resignation Of Director Resolution In Illinois
Category:
State:
Multi-State
Control #:
US-0005-CR
Format:
Word;
Rich Text
Instant download
Description
Form popularity
FAQ
The statutory procedure allows any director to be removed by ordinary resolution of the shareholders in general meetings (i.e., the holders of more than 50% of the voting shares must agree). This right of removal by the shareholders cannot be excluded by the Articles or by any agreement.
“RESOLVED THAT the resignation of Ms./ Mr…………………………., Director of the Company, be and is hereby accepted with effect from the ……. day of the ……, 20…. "RESOLVED FURTHER THAT the Board places on record its appreciation for the assistance and guidance provided by Ms. /Mr. …………………………
A formal email will usually suffice, but some directors may prefer to send a physical letter of resignation. If sending a letter by post, use the recorded delivery option and send this to the company's registered office, for evidentiary purposes.
To file Form DIR-12 along with reason of resignation within 30days from date of resignation (this form is completely optional). It is recommended for director to file Form, if there is reason to believe that company may delay or default in filing form.
Directors add officers formally at an annual directors meeting but can do so at any time within the scope of the bylaws. After recording minutes of a decision, the directors notify Illinois secretary of state to update its records of the articles of incorporation with a statement of information.
Typically, a corporation has at least the following officers: A president, A secretary, and. A treasurer.
Under Illinois law, a corporation must have at least one director.
The procedure for resignation of director and removal of Director by the Board or Shareholders differs. The outgoing Director can resign by submitting a resignation letter, however the removal of the Director would require a ordinary resolution.
Removing a director for breach of duty If you have sufficient shares to force through a resolution to remove, you do not need to have a good underlying reason to do so under Company law. However, is often important to have a clear reason before director removal due to employment law implications and other reasons.
If a director cannot be persuaded to resign as a director and an employee as part of a severance package, the Articles might provide alternative means for the director to vacate office which is less problematic than the statutory procedure for removal.
