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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.
To remove an officer, a corporation must obtain a majority vote of the shareholders. It is recommended that members show just cause for the removal of the officer. As a general rule, officers have a fiduciary duty to act in good faith, and exercise due diligence when making business decisions for the company.
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.
(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).
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.
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.
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.
Restrictions on the Use of Corporate FundsDirectors of a corporation are responsible for the distribution of funds to shareholders through the payment of dividends or through share redemption or repurchase.
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.
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.