Connecticut Unanimous Written Action of Shareholders of Corporation Removing Director
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FAQ
REMOVAL BY THE MEMBERSHIP.The membership always has the right to remove directors from the board. If an association's governing documents provide for cumulative voting, removing less than the entire board is more complicated because a minority of voters can block the recall even if a majority of voters approve it.
The resolution to remove the director is passed by a simple majority (i.e. anything over 50%) of those shareholders who are entitled to vote, voting in favour.
Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Lenders can claim against a director's assets and property. Shareholder agreements: instead of personal guarantees, there may sometimes be shareholder agreements which stipulate that directors must provide security for company debts, which they are personally liable for.
Section 168(1) of the Act states that the shareholders can remove a director by passing an ordinary resolution at a meeting of the company.
A director can also be removed for cause by a court order, but the court will require at least 10% of the outstanding shares to petition for removal, and a showing of fraudulent or dishonest acts or gross abuse of authority by the director to be 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).
While shareholders can elect directors, normally annually, they can not remove an officer. Only the Directors can.
Basically, the removal of a director should only be done when absolutely necessary. However, the reasons for doing so are up to the corporation's other directors and shareholders. If a director has failed his or her fiduciary duty in some way, then he or she should be removed from the board.