See " Director Removal by the Board. The membership always has the right to remove directors from the board. The process is confusing, the statute is badly written and authorities disagree on how it works.
No, removal of a sitting director requires a membership vote at a special meeting held for that purpose. In your letter, you indicated you were duly elected to the board in and have been twice re-elected to office.
You also state you requested that a member of the supervisory committee attend the meeting, but the board chair denied this request. The director must also be given the opportunity to be heard. A director may only be removed under this provision, however, if the director fails to attend regular meetings of the board for 3 consecutive months, or 4 meetings within a calendar yearor otherwise fails to perform any of the duties as a director.
Voting in the minority, abstaining, or disagreeing with or opposing the views of other board members do not constitute a failure to perform the duties as a director. The circumstances described in your letter appear to reflect disagreements among board members, rather than a failure to perform your duties as a director.
In some circumstances, the removal of the director may be grounds for petition under CA , sec (the unfairly prejudicial conduct provision) under which the court may order the remaining shareholders (or indeed, The Company itself) to buy the ex-directors shares. If the governing documents do not allow for removal of a director not in good standing, the board could, nonetheless, censure the director for the bad example he/she sets for the community. Associations can (and should) amend their bylaws to provide for removal of a director not in good standing. The removal of a director who is not performing is a difficult task and can be damaging to the organisation. In general, it will be the chair’s task to ask that director to consider their position on the board. However, there have been high profile cases of a director refusing to leave.
If members of a board of directors believe a fellow director is acting inappropriately, they may bring the issue to the supervisory committee. It is the supervisory committee that has the authority to vote to suspend a director. The supervisory committee vote must be unanimous and the effect is to suspend the director until a special meeting of the members is called; the supervisory committee must call a special meeting of the members to act on the suspension.
Absent an affirmative membership vote at a special meeting, a director cannot be removed from membership on the board of directors. Given the nature of the allegations you described were brought against you, our view is the board of directors did not have permissible grounds for the board to declare your seat vacant.
You also asked if minutes must be kept of executive committee meetings. Yes, it is the duty of the director who serves as secretary for the board of directors to prepare and maintain a record of all meetings of members and directors. Also, as a director, all credit union records must be available to you provided you have a proper purpose for obtaining the records.They can remove the director even before his tenure his completed unless they are appointed by the Tribunal for the prevention of oppression and mismanagement or a director appointed proportional representation.
Section of the Indian Companies Act, states the procedure for the removal of .
The bylaws or articles of incorporation may contain a procedure for removal of directors. If the articles of incorporation or bylaws provide for the election of any director or directors by members, then in the absence of any provision regarding removal of directors.
It is easier and quicker to file your termination of a director’s appointment form online.
Don’t use the paper form if the company is in the PROOF (PROtected Online Filing) Scheme. Dismissing or sacking a company director.
Our solicitors offer experienced legal advice for both companies and directors in the sensitive and difficult situation where a director decides to or must resign or be removed.
Speak to us for an initial opinion.
As a director, any . Removal of Director by National Company Law Tribunal A director may be removed by the shareholders or by the Central Government or by the Court. Procedure for removal of Director of a company according to the Companies Act are briefly discussed below.
The removal of a director who is not performing is a difficult task and can be damaging to the organisation. In general, it will be the chair’s task to ask that director to consider their position on the board.
However, there have been high profile cases of a director refusing to leave.