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Section 9222 - Removal of directors (a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the removal is approved by the members (Section 5034).
The shareholders can vote to remove one or more directors, and they can also vote to replace them with new directors. If you are a director who has been removed from your position, or if you are considering removing a director, you should consult with an experienced business attorney to discuss your rights and options.
A corporation is required by California law to have at least three directors. However, the corporation may have one director if the corporation has only one shareholder; and the corporation must have at least two directors if the corporation has only two shareholders.
CA Corp. Code§ 317(b) states a corporation has the power to indemnify any person who,? ? is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith.?
There are legal means to remove a shareholder, and the method to do so depends on both the bylaws of the business entity and the firm's shareholders' agreement. If there is no shareholders' agreement, involuntary removal is still possible but more difficult.
Section 303 - Removal of directors (a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to the following: (1) Except for a corporation to which paragraph (3) is applicable, no director may be removed (unless the entire board is removed) ...
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
A director of a corporation and its officers have a duty of care to the best interests of a corporation. When these are violated, directors and officers can be removed by a special meeting of shareholders who vote on a resolution to this effect.