How are Directors Removed from the Board of Directors?
As a general rule, shareholders have the exclusive right to remove a director. Unless there is a provision to the contrary in the Articles of Incorporation, shareholders can remove a director by resolution at a special general meeting. Only those shareholders who have the right to elect directors are typically entitled to remove a director at this special meeting. The director who is to be removed must generally be informed of the place, date and time of the meeting within the prescribed delay. The director in question can attend the meeting and be heard or give reasons for his/her opposition to his/her removal in a written statement read by the chairman of the meeting. The vacancy created by the removal of a director can be filled at the meeting at which the removal took place or at a later date. In the former case, the notice of the calling of the meeting must then mention that an election is to be held in the event that the resolution concerning the removal is adopted.
