How do I forcefully remove a director?

A director may be removed by: An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director.

Can I remove a director without their consent?

Shareholder Vote - In many jurisdictions, directors can be removed by a majority vote of the shareholders. If the company's bylaws allow, shareholders can call a meeting and vote to remove the director, even if they do not consent.

US Legal Forms
Action of the Board of Directors by Written Consent in Lieu of...

Remove Director Without Consent In California

Q: How to remove a director without consent?

Unless there is a special provision in the company&#039;s Articles of Association a director cannot be removed from office by the Board of Directors, and only the shareholders can remove a director. The Articles may provide a procedure for this; otherwise the statutory procedure must be used.

Category:

Corporations - Minutes and Resolutions

State:

Multi-State

Control #:

US-0043BG

Format:

Instant download

Description

The document titled 'Action of the Board of Directors by Written Consent in Lieu of a Meeting of the Board of Directors to Adopt a Stock Ownership Plan Under Section 1244 of the Internal Revenue Code' allows for the removal of a director without the need for a formal meeting in California. This form is essential for corporate governance, specifically when directors need to act swiftly or when convenience requires bypassing a meeting. It outlines the procedure for recording director decisions through written consent, requiring signatures from all directors for validity. Key features include the authorization for specified individuals to execute necessary documents and agreements, ensuring compliance with the corporation's bylaws and applicable state laws. Filling instructions include providing the corporation's name, director names, and relevant dates, while editing requires careful attention to corporate protocols. This document serves attorneys, partners, owners, associates, paralegals, and legal assistants by streamlining the procedural aspects of director removals and ensuring formal compliance without a lengthy meeting process.

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FAQ

As per the 2013 Act, the removal of a director can only take place during a general meeting through the approval of an ordinary resolution. Notably, this condition is applicable unless the director in question was appointed either through proportional representation or under section 163.

A director may be removed by: An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director.

Shareholder Vote - In many jurisdictions, directors can be removed by a majority vote of the shareholders. If the company's bylaws allow, shareholders can call a meeting and vote to remove the director, even if they do not consent.

The director is an employee of your company - Although a director may have a service contract as an employee, they can be removed without their consent under the provisions of the Companies Act.

Special notice is however required. On receipt of notice of an intended resolution to remove a Director, the company must send a copy of the notice to the Director concerned. The Director is entitled to be heard on the resolution at the meeting and it may be contested.

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.

Unless there is a special provision in the company's Articles of Association a director cannot be removed from office by the Board of Directors, and only the shareholders can remove a director. The Articles may provide a procedure for this; otherwise the statutory procedure must be used.