New Mexico Removal of Two Directors: A Comprehensive Guide Keywords: New Mexico, removal, directors, processes, types Description: In the state of New Mexico, the removal of directors from a corporation is a legally significant event that requires adherence to specific processes and regulations. There are primarily two types of removal procedures in New Mexico: removal by shareholders and removal by other directors. Each type encompasses unique requirements, making it essential to understand the intricacies involved. Removal by Shareholders: One method of removing directors in New Mexico is through a vote by the shareholders. Shareholders are the individuals who hold ownership interests in the corporation. To initiate this process, the shareholders typically need to follow these steps: 1. Verify the Corporation's Bylaws: Review the corporation's bylaws to understand the specific provisions outlining the process for director removal. Bylaws may include specific criteria, such as the minimum percentage of votes required for removal or notice requirements. 2. Call a Shareholders Meeting: Shareholders should call a meeting to discuss the removal of directors. Proper notice should be provided to all shareholders, adhering to the bylaws' stipulated rules. 3. Vote on Director Removal: During the meeting, shareholders cast their vote on the removal of the targeted director(s). The bylaws or Articles of Incorporation may dictate the required percentage of votes for the resolution to be effective. 4. Document the Resolution: Once the vote passes, it is necessary to document the resolution in writing, including the name(s) of the director(s) to be removed and the voting results. Removal by Other Directors: The second type of director removal process in New Mexico involves the board of directors itself. In this situation, the remaining directors have the authority to remove one or more of their colleagues according to statutory regulations and corporate bylaws. The process typically includes the following steps: 1. Confirm Bylaw Provisions: Review the corporation's bylaws for any specific provisions related to director removal by the board. Pay attention to necessary quorum requirements, the number of votes required, and any additional procedures mentioned. 2. Conduct a Board Meeting: Call a board meeting, providing proper notice as required by the bylaws, to discuss and vote on the removal of the director(s). Ensure that the meeting is properly documented, including the names of the directors present and any proxies used. 3. Vote on Director Removal: During the meeting, the directors cast their votes on the resolution for removal. The bylaws will specify the percentage of votes or other conditions required for the resolution to be valid. 4. Document the Resolution: Similar to the procedure for removal by shareholders, the resolution passed by the directors should be documented in writing, clearly stating the name(s) of the director(s) to be removed and the voting results. It's crucial to note that New Mexico law and individual corporation bylaws may have additional requirements or specific nuances regarding the removal of directors. Therefore, it's advisable to consult with legal professionals experienced in New Mexico corporate law to ensure compliance with all relevant regulations during this process.
New Mexico Removal of two directors
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FAQ
Section 109(1) of the CBCA and section 122(1) of the OBCA provide that a director of a corporation may be removed by an ordinary resolution of the shareholders passed at a special meeting of shareholders called for that purpose.
A shareholder wishing to remove a director must give special notice of their intention to the company, which then has 28 days to call a general meeting. At this meeting, shareholders will vote on the proposed resolution. If it is passed by a simple majority, then the director will be removed from their position.
Thus, under the 2013 Act, a company can remove a director only in a general meeting by passing an ordinary resolution and if he has not been appointed as a director under the principle of proportional representation or under section 163.
The short answer is "Yes, a board of directors can remove a director." But, of course, there are conditions and exceptions to this rule.
As per section 169 of the Companies Act' 2013, The shareholders have the power to remove a director of the company by passing an ordinary resolution. If the director to be removed is an independent director, then a special resolution is needed to remove the 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.
Ing to the 2013 Act, a company can only remove a director in a general meeting by passing an ordinary resolution. However, this applies only if the director was not appointed under the principle of proportional representation or under section 163.