Can a Director be Removed From the Board of Directors Without Notice?
Full Question:
Answer:
A corporation must have bylaws, although states generally do not require that corporations file the bylaws with the secretary of state. Bylaws are rules that dictate how the corporation is going to be run, including rules regarding the employment of corporate officers, directors, and shareholders. Corporations need to follow the bylaws with respect to certain corporate formalities such as holding meetings and passing resolutions.
The answer will depend on the business' bylaws and whether its rules regarding notice and removal by the board of directors were followed. We suggest you consult a local attorney who can review all the documents and facts involved. A corporation is governed by a board of individuals known as directors who are elected by the shareholders. Directors may directly manage the corporation's affairs when the corporation is small, but when the corporation is large, directors primarily oversee the corporation's affairs and delegate the management activities to corporate officers.
The articles of incorporation or the corporate bylaws determine how many directors will serve on the board of directors and how long the directors' terms will be. Directors hold meetings at regular intervals as defined in the corporate bylaws and, in addition, may also call special board meetings when needed. At board meetings, directors discuss issues affecting the corporation and make decisions about the corporation. Before the board can make a decision affecting the corporation, however, there must be a quorum, or certain minimum number of directors, present at the meeting. The precise number constituting a quorum may be determined by the bylaws or by statute.
