Can company board remove a director without any prior notice?

The corporate Bylaws and CA corporate law require Board meetings for things like removing a director. You need to review your corporate documents to see what the spell out, or better yet, see a corporate lawyer for help.

Your question is California specific and you need an answer from someone who practices corporate law in California, which I don't. In Illinois, all shareholders would have to receive notice of any board meeting. There must be a real meeting to take action . A director can only be removed if the notice of the meeting states that one of the purposes of the meeting is to vote on removal of xxx as a director. "In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors. " I wish you good luck, and hope you can quickly find a California corporate attorney to assist you.

So, first let's reveiw the corporate bylaws and shareholders agreement along with any employment agreements. Once an attorney has the opportunity to conduct a more robust review of the documents and facts, a more useful answer may be obtained. By Grace... Shawn Jackson ESQ. (707) 584-4529 Business Development Attorney EMAIL: [email protected] www.CaliforniaBusinessDevelopmentAttorneys.com www.CaliforniaBusinessDevelopmentCenter.com www.CaliforniaBusinessDevelopmentPlans.com www.CaliforniaBusinessDevelopmentIncubator.com No communication resulting herein shall create an attorney-client relationship unless a separate retainer agreement is signed by attorney and client. The information provided neither is legal advice nor is it conveyed in the course of an attorney-client relationship, but is intended merely as a general overview with regard to the subject matter covered. You should not act upon this information without seeking professional counsel such as any attorney in this office in a subsequent email communication (agreement) and the formation of an attorney client relationship.

No. There has to be a meeting and a notice of the meeting. You need to go to a lawyer.

So far no one has got it right, not even Ms. Koslyn which is rare. You have not mentioned any series of shares or that the board is classified, so I will assume that does not apply. As it is a California corp, under California Corp Code Sec 303, a single director can be removed without cause only by a vote of the outstanding shares, and, if the corp has cumulative voting (almost all CA corps do) then he cannot be removed if enough shares vote against removal to have elected him under the cumulative voting rules. E.g. if you have 4 directors authorized, you can be retained by 20% of the shares plus one share. (See the Cumulative Voting Calculator on my Website, sbbizlaw.com.) So your 24% would keep you on the Board unless you have only three directors or less. These limitations cannot be eliminated by amendment to the Articles or Bylaws. The Board of Directors cannot remove you without cause.