Any individual can be an officer of your corporation. Officers can be shareholders or directors of the corporation, or both, but they do not have to be.
One of those is that the shareholders are the owners of the corporation. As such, they elect the board of directors. … One of those decisions is to hire and fire officers who are charged with carrying out the board of director’s directions.
Shareholders are the investors in, and owners of, a corporation. They elect, and sometimes remove, the directors, and occasionally they must vote on specific corporate transactions or operations.
A director of a corporation and its officers have a duty of care to the best interests of a corporation. When these are violated, directors and officers can be removed by a special meeting of shareholders who vote on a resolution to this effect.
Ordinarily, a director is elected by the shareholders in general meeting, and once so elected, he enjoys well-defined rights and powers under the Act or the articles. Even the shareholders who elect them cannot interfere with their rights or powers except under certain circumstances.
Can the shareholders overrule the board of directors? … Shareholders can take legal action if they feel the directors are acting improperly. Minority shareholders can take legal action if they feel their rights are being unfairly prejudiced.
In general the main rights include:
- to attend and vote at general meetings of the company;
- to receive dividends if declared;
- to circulate a written resolution and any supporting statements;
- to require a general meeting of the shareholders be held; and.
- to receive the statutory accounts of the company.
At a general meeting, the shareholders can also pass a resolution telling the directors how they must act when it comes to a particular matter. If this is done, the directors must then take the action that the shareholders have decided upon.
On the day of the Board Meeting, a resolution for the holding of an extraordinary general meeting will be passed along with the resolution for the removal of the director subject to the approval of the shareholders. A general meeting will be held by giving 21 days clear notice.
Generally, a majority of shareholders can remove a director by passing an ordinary resolution after giving special notice. This is straightforward, but care should be taken to check the articles of association of the company and any shareholders’ agreement, which may include a contractual right to be on the board.
Officers are appointed by the board of directors to run the day-to-day operations of the corporation. … Officers do not have to be shareholders or directors, but they can be. There is no limit on the number of officers, and usually no limit on the number of offices any one person may hold.
Who may remove any corporate officers?
– Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or in a nonstock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall …
While the rules of Cumulative Voting can be quite complex, the simple rule is that the shareholder or shareholders who control 51% of the vote can elect a majority of the Board and a majority of the Board may terminate an officer.
A company can appoint maximum 15 fifteen directors. A company may appoint more than fifteen directors after passing a special resolution in general meeting and approval of Central Government is not required. A period of one year has been provided to enable the companies to comply with this requirement.
Unless additional decisions are specified in the articles of association, the main decisions which require shareholder approval are: Appointment of auditors (if there are any) Appointment or re-appointment of directors. … Adoption of the annual accounts and the reports of the directors and auditors.
Who can appoint alternate director?
Board of Directors can appoint alternate Director to act for the original director during his absence from India for a period of not less than 3 months. Alternate Director can be appointed by passing a resolution in Board meeting or by circulation.