Rhode Island Removal of two directors
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How to fill out Removal Of Two Directors?
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FAQ
Generally, a director may be removed by the shareholders if there is a "just and reasonable cause". In some cases, this may be due to misconduct, gross negligence or dereliction of the director's duties.
A director or the entire board may be removed (aka ?recalled?) from office under a number of circumstances. The removal may be performed by the board, the membership, or a court of law. Removal of a director is distinct from the resignation of a director.
The powers of the board to remove a director are limited to removals on the basis of a closed list of grounds, including ineligibility to serve as a director, disqualification, incapacity and negligence or derelict performance of their duties (see section 71(3) of the Companies Act).
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. However, in their capacity as an employee, they may attempt to make a claim for wrongful or unfair dismissal.
Typically, the shareholders in a corporation need to achieve a majority vote in favor of adding the corporate director. The method to remove directors from a corporation is the same; shareholders vote on expulsion and amend the articles of incorporation respective to their corporate bylaws.
The same DGCL section (§141(k)) provides that a removal is by the vote of a majority of the shares. However, quite a few companies have governing document provisions that set a super-majority voting requirement for director removal such as two-thirds or 75%.
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.
From there, your board would take a vote on removing the director. In most bylaws, it requires either a majority of board members to vote yes, but some require ? of board members to vote yes. If enough board members vote to remove this person, then the person is officially removed from your board.