Virginia Unanimous Written Action of Shareholders of Corporation Removing Director
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How to fill out Unanimous Written Action Of Shareholders Of Corporation Removing Director?
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FAQ
Section 303 of the California Corporations Code generally permits removal of any or all of the directors without cause if the removal is "approved by the outstanding shares" (defined in Section 152).
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.
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.
In large, publicly held companies, shareholders exert their greatest control through electing the company's directors. However, in small, privately held companies, officers and directors often own large blocks of shares. Therefore, minority shareholders typically cannot affect which directors are elected.
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.
(1) Despite anything to the contrary in a company's Memorandum of Incorporation or rules, or any agreement between a company and a director, or between any shareholders and a director, a director may be removed by an ordinary resolution adopted at a shareholders meeting by the persons entitled to exercise voting rights
(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).
The shareholders have been given a power under section 169 of the Act, that they may remove a director by passing an ordinary resolution. This power is usually exercised by the shareholders in situations where a director is acting mala-fide and ultra-vires their authority.
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.