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????? Shareholders: Owners of the corporation in proportion to their ownership of corporate stock outstanding. These people may be the same (ie., a director, officer and shareholder), but usually not.
A corporation is managed by directors and officers. Directors act as a group known as a board of directors. The board of directors is the corporation's governing body. It manages the corporation's business and affairs and has the authority to exercise all of the corporation's powers.
181.0821 Action without meeting. (1m) Definitions. In this section: (a) ?In writing" or ?written" includes a communication that is transmitted or received by electronic means.
What is a director? A director is someone elected or appointed to manage a company's business and affairs. Every registered company must have at least one director. Who your directors are, and key information about them, is recorded on the Companies Register.
Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities.
Shareholders are essentially the owners of a company, while the directors are a person or group who make and approve high-level decisions on the company's behalf.
The most common policy for member organizations is to call a meeting of members and notify the board member in writing that they will be voted upon during said meeting. From there, bylaws can require the majority of (or sometimes more) members to vote to remove the board member.
You can't exclude a director from a board meeting. They can't vote if there is a conflict of interest but they can attend unless they have been suspended pending disciplinary action.