Removing and Replacing a Board Member

[Guest Shara B]

I need to know the requirements for replacing a board member. I am 100% owner of the corporation — do I need the board to vote? Do I need to have a board meeting for them to vote? Do all officers and nonofficers need to be present?

[Rob Elsman]

Did the board member whom it is desired to replace resign his seat on the board?

[Atul Kapur]

You will need to check your corporate governing documents and any .law (such as the corporate code or Corporations Act) that applies to your corporation. Be sure to check if there are any provisions that apply specifically to a corporation 100% owned by one person.

This is a forum on Robert's Rules of Order, Newly Revised (RONR). Did your corporation adopt RONR as its parliamentary authority?

[Guest Shara B]

The board member did not resign their seat on the board.

Our corporation did adopt RONR as its parliamentary authority.

[Atul Kapur]

Please share what your governing documents say about the term of office of board members, as well as any provision that may exist about the removal of members. Please provide the exact language.

[Richard Brown]

If you are the sole owner of the corporation, which I assume is a for-profit corporation, you likely have the ultimate authority to replace board members, but the method of doing so will probably be dictated by your bylaws and/or state law.

[Josh Martin]

On 4/9/2024 at 8:17 AM, Guest Shara B said:

I need to know the requirements for replacing a board member. I am 100% owner of the corporation — do I need the board to vote? Do I need to have a board meeting for them to vote? Do all officers and nonofficers need to be present?

I imagine the answers to this question will ultimately be governed by the corporation's bylaws and applicable law, but to the extent RONR may be of assistance here:

• First, check to see what your bylaws say concerning removal of a board member, if anything.
  • If your bylaws are silent on this matter, the body with the power to elect the board members also has the power to remove the board members.
    • The exact process to remove a board member, however, will depend upon the exact wording used to define the term of office.
• A vote may only occur at a regular or properly called meeting, unless otherwise provided in the organization's bylaws or applicable law.
• All members of the board (officers or not) must be notified of the meeting and have a right to attend, but not all of them need to be present - only enough of them to constitute a quorum.

I am inclined to think your questions should ultimately be directed to an attorney.

[Rob Elsman]

I agree with my colleagues. It is not likely that a shareholder's meeting with one voting member has much need for parliamentary procedure.