Florida Unanimous Written Action of Shareholders of Corporation Removing Director
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FAQ
(i) A director elected or appointed by the board may be removed without cause by a vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws.
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.
ADVERTISEMENTS: However, the shareholders cannot remove the following directors: (i) A director appointed by the Central Government under section 408 for the prevention of oppression and mismanagement. (ii) A director holding office for life on the 1st day of April 1952, in the case of private company.
A Company has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal. A Board Meeting will be called by giving seven days' notice to all the directors.
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) 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).
As a general rule, shareholders have the exclusive right to remove a director. Shareholders can remove a director by resolution at a special general meeting by a majority vote. A director can resign at any time by giving notice to that effect.
The shareholders can vote to remove directors from the board before their terms expire, with or without cause, unless the corporation has a staggered board. The shareholders can then vote to replace the directors they removed.
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.
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.