Ohio Removal of Two Directors: In Ohio, the removal of two directors from a company's board can occur under specific circumstances as outlined by the state's corporate laws. This process involves the elimination of two directors from their positions, which can be initiated by shareholders or by directors themselves. The Ohio Revised Code provides guidelines for different types of removals, including: 1. Shareholder Initiated Removal: — Shareholder Disapproval Removal: If shareholders holding a majority of voting power are dissatisfied with the performance, conduct, or decisions made by two directors, they can vote to remove them from the board. — Through a Special Meeting: Shareholders can request a special meeting to vote on the removal of the two directors. Proper notice must be given, and the removal requires the approval of a majority of the voting shares. 2. Director Initiated Removal: — Resignation: Directors can voluntarily resign their positions, leading to the removal of two directors from the board. They must submit a written resignation to the company's secretary or board chairperson. — Removal by Board Vote: The remaining directors can vote to remove two directors if they engage in conflicts of interest, engage in misconduct, or fail to fulfill their fiduciary duties. A super majority vote or any other criteria established in the company's bylaws may be required. In either case, proper documentation is crucial to ensure the legality and transparency of the removal process. The articles of incorporation, bylaws, and any relevant company policies should be consulted to understand the procedures and requirements for the Ohio Removal of Two Directors. Additionally, it is advisable to seek legal advice to ensure compliance with Ohio corporate laws and protect the interests of both the company and shareholders.