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Section 109(1) of the CBCA and section 122(1) of the OBCA provide that a director of a corporation may be removed by an ordinary resolution of the shareholders passed at a special meeting of shareholders called for that purpose.
Directors add officers formally at an annual directors meeting but can do so at any time within the scope of the bylaws. After recording minutes of a decision, the directors notify the Colorado secretary of state to update its records of the articles of incorporation with a statement of information.
Complications in removing a director 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.
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.
A board of directors can also remove a director "for cause." Cause is generally defined as some type of misconduct on the part of the director. For example, if a director was found to have committed fraud or misappropriated corporate funds, they could be removed for cause.
Pass a resolution: The shareholders or the board of directors must pass a resolution for the removal of the director. The resolution must be passed by a majority vote, as specified in the company's articles of association.