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Under the company's Bylaws, a shareholder wishing to nominate a director at a shareholders meeting must deliver written notice to the company's corporate secretary of the intention to make such a nomination.
Directors may resign at any time. They may also be removed by the shareholders for cause or for no cause unless the corporation provides in its articles that shareholders can remove directors for cause only.
Shareholders: owners of the company who have exchanged assets for shares of stock. Directors: appointed by shareholders to oversee the management of the corporation. Officers: appointed by directors to manage the day-to-day activities of the company.
The board of directors normally can remove a corporate officer at any time with or without cause. A director or officer is not liable to the corporation for a bad business decision. Directors are entitled to use confidential corporate information for their personal advantage.
On August 25, 2010, the SEC adopted Rule 14a-11, mandating proxy access at all public companies. Any shareholder or shareholder group that held more than 3% of a public company's shares for more than 3 years would be eligible to nominate candidates for up to 25% of the company's board seats (the ?Rule 14a-11 Formula?).