Oregon Removal of two directors

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US-CC-14-200-2
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This is a Removal of Two Directors form, to be used across the United States. This form serves as a way to remove certain Directors from their position as Director, for a number of reasons. Please modify the form to fit your own specific needs.
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FAQ

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.

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.

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.

Complications in removing a director The director is an employee of your company - Although a director may have a service contract as an employee, they can be removed without their consent under the provisions of the Companies Act.

How to remove a director under the company's articles of association they resign. a majority of the company shareholders or members vote them out. they're stopped from being a director by a court or in law. if they become bankrupt or similar. if they become physically or mentally incapable in the opinion of their doctor.

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.

A board of directors can also remove a director "for cause." Cause is generally defined as some type of misconduct on the part of the director. For example, if a director was found to have committed fraud or misappropriated corporate funds, they could be removed for cause.

Pass a resolution: The shareholders or the board of directors must pass a resolution for the removal of the director. The resolution must be passed by a majority vote, as specified in the company's articles of association.

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Oregon Removal of two directors