Form with which the board of directors of a corporation accepts the resignation of a corporate officer.
Texas Resignation of Officer or Director and Acceptance - Corporate Resolutions
Category:
State:
Multi-State
Control #:
US-0005-CR
Format:
Word;
Rich Text
Instant download
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How to fill out Resignation Of Officer Or Director And Acceptance - Corporate Resolutions?
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FAQ
Removal of directors and officers is resolved by a vote of shareholders in a special meeting, by majority vote of the shareholders. Alternatively, a shareholders resolution, documenting in writing the decision made by shareholders, must be signed and placed in the corporation's minute book.
While shareholders can elect directors, normally annually, they can not remove an officer. Only the Directors can.
A director can resign at any time as a director by giving notice to that effect. Unless there is a provision to the contrary in the corporation's By-Laws, a director's resignation can be oral (i.e., he/she can resign verbally during a board of directors' meeting).
The Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary. The same person cannot be both the president and secretary. Officers and directors must be natural persons, but may be known by other titles.
Except as otherwise provided by the certificate of formation or bylaws of a corporation or this subchapter, the shareholders of the corporation may remove a director or the entire board of directors of the corporation, with or without cause, at a meeting called for that purpose, by a vote of the holders of a majority
To change the corporations officer or director information you must file the Statement of Information form. If changes occur between filing periods, you can just file a statement of information form to amend the previously filed statement. There is no fee to file an amended statement.
The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
Make your fellow directors aware of your intention to resign. You will need to check your employment contract or service agreement for any notice period required, and then formally notify the company in writing.
(a) If the bylaws of a corporation require notice of a meeting to be given to a director, a written waiver of the notice signed by the director entitled to the notice, before or after the meeting, is equivalent to the giving of the notice.
As a resigning director, you'll need to consult your directors service agreement to ensure you comply with any notice periods or clauses such as restrictive covenants. Your resignation letter should state your intention to resign and advise that you will be ceasing to act as a director at a specific date in the future.
