Removal of Directors Clause Samples
The Removal of Directors clause outlines the process by which a director can be removed from their position on a company's board. Typically, this clause specifies who has the authority to initiate removal—such as shareholders or other board members—and the procedures that must be followed, which may include providing notice, holding a vote, or meeting certain thresholds of approval. By establishing clear steps and authority for director removal, this clause helps ensure accountability and provides a mechanism to address issues such as misconduct, underperformance, or conflicts of interest among board members.
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Removal of Directors. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
Removal of Directors. Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.
Removal of Directors. Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders.
Removal of Directors. Subject to the rights of holders of one or more classes or series of stock established pursuant to Section 5.3 hereof to elect or remove one or more directors (including the rights of the holders of Exchangeable Preferred Stock to elect Class D Directors), any director, or the entire Board of Directors, may be removed from office at any time, but only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors.
Removal of Directors. Any director may be removed from office, either with or without cause, at any time by vote of the holders of a majority of the outstanding shares of stock, given at any special meeting of the shareholders called for the purpose. Any vacancy so created may be filled by a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article II.
Removal of Directors. Subject to the Act, the shareholders may by resolution passed at a Meeting of Shareholders specially called for such purpose remove any Director from office and the vacancy created by such removal may be filled at such Meeting of Shareholders, failing which it may be filled by the Board.
Removal of Directors. Any director or the entire Board of Directors may be removed from office by stockholders of the Company in the manner specified in the certificate of incorporation and applicable law. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
Removal of Directors. If at any time the Member desires to remove, with or without cause, any director, the Member shall have the power to take all such actions promptly as shall be necessary or desirable to cause the removal of such director. Any vacancy caused by any such removal may be filled in accordance with Section 3.7.
Removal of Directors. Subject to any rights of the holders of Preferred Stock, any director may be removed from office by the affirmative vote of the holders of at least two-thirds (2/3rds) of the voting power of all shares of the corporation entitled to vote generally in the election of directors (voting as a single class).
Removal of Directors. A Director may be removed and replaced at any time by the Shareholder that has nominated such Director in accordance with the provisions of the Companies Law. If a Director becomes disqualified under applicable law, his position of Director shall be vacated and the Shareholder that nominated such Director shall nominate a new Director in accordance with Clause 6.2 and the Shareholders shall vote their Shares to cause the election to the Board of any such new Director.