Massachusetts Unanimous Written Action of Shareholders of Corporation Removing Director is a legal procedure available to shareholders of a corporation incorporated in Massachusetts to remove a director. This process allows the shareholders to bypass the need for a formal meeting and instead take action through a written consent signed by all the shareholders entitled to vote. Under Massachusetts General Laws Chapter 156D, Section 8.01, the Massachusetts Unanimous Written Action of Shareholders of Corporation Removing Director allows shareholders to remove a director without the need for a shareholder meeting. This can be a more convenient and efficient way for shareholders to exercise their right to remove a director, particularly in situations where scheduling a meeting might present challenges. The procedure begins when all shareholders entitled to vote sign a written consent that specifies the removal of the director in question. This consent must be delivered to the corporation's principal place of business or a designated recipient. It is crucial to ensure that this written consent is signed by every shareholder with voting rights, as any absence of a signature may render the action invalid. In Massachusetts, there are no specific types or variations of the Unanimous Written Action of Shareholders of Corporation Removing Director. However, it's worth noting that Massachusetts law provides shareholders with various other means to remove directors. These include the following: 1. Removal by vote at a shareholder meeting: Shareholders can remove a director by majority vote at a properly convened and noticed shareholder meeting. This method requires compliance with all applicable regulations governing shareholder meetings, such as providing proper notice to all shareholders and meeting quorum requirements. 2. Removal by written consent of a majority: Shareholders may remove a director by obtaining a written consent from the majority of shareholders entitled to vote, as stated in the corporation's bylaws or articles of organization. This method does not require unanimous consent, unlike the Unanimous Written Action. 3. Removal by judicial intervention: In certain circumstances where a director's actions may harm the corporation or its shareholders, Massachusetts law permits shareholders to seek court intervention to remove a director. This typically requires a showing of director misconduct, breach of fiduciary duty, or actions detrimental to the corporation's interests. It is crucial for shareholders or individuals considering the removal of a director in Massachusetts to consult an experienced corporate attorney familiar with state laws and the specific corporation's bylaws and articles of organization. This ensures compliance with all legal requirements and safeguards the interests of the corporation and its shareholders.