Form with which the board of directors of a corporation accepts the resignation of a corporate officer.
Resignation Of Director Resolution In Virginia
Category:
State:
Multi-State
Control #:
US-0005-CR
Format:
Word;
Rich Text
Instant download
Description
Form popularity
FAQ
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.
§ 13.1-860. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only with cause. B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him. C.
A board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation.
Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required.
Generally, the Board take note of the resignation of director in its next meeting. However, since in your case, meeting is to be held in May, this resignation may be taken note of through circulation because within 30 days DIR-12 is also required to be filed. Delay in doing so will invite huge penalty.
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.
A. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.
You should use this written board resolution as an alternative to convening a board meting, if director resigns and you need to record your company's acceptance of their resignation. The resolution is designed for companies which use the model articles of association and have more than one director.
“RESOLVED that the board of directors of the company do hereby accept resignation tendered by Mr./Ms. ______________________, from the office of director of the company w.e.f ________________.”
More info
How should names be entered in the resolutions? Use the person's complete legal name as it would appear on a birth certificate or driver's license."Understand the importance of Corporate Resolution Forms, learn about their components and best practices, and access a sample template. Virginia Corporate Resolution Template. If you need to put major company decisions in writing then use a corporate resolution. A Director shall be removed from the Board, with or without cause, only upon the affirmative vote of the Shareholders in accordance with this Section 8.2.4. Resolutions of the board of directors electing directors to fill director vacancies to be inserted into board minutes or a form of unanimous written consent. Resignation of Directors. Appoint a Replacement. Corporation in the Commonwealth of Virginia.
