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How do you remove a director from a company? In many companies, the power to remove a director from office is granted to the board of directors or to a majority of the shareholders under the company's articles of association.
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.
The board of directors is the supreme governing body of a corporation. The president is the corporation's top executive. So, can the board of directors fire the president? The simple answer is yes, the board of directors can fire the president.
Vote. In most cases, removing an officer requires a majority vote from the board of directors. The specific voting requirement may vary based on the corporation's bylaws. For instance, some bylaws may stipulate a supermajority (i.e., a two-thirds or three-quarters majority) to remove an officer.
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.