Question: The client, Mr. David Keys, would like to know what state law provides concerning the removal of a director from the board of directors of
The client, Mr. David Keys, would like to know what state law provides concerning the removal of a director from the board of directors of a corporation. Prepare an information letter to Mr. Keys summarizing the requirements of the removal statute. Draft the letter for the signature of your supervisory attorney, Alice Black. Use the letterhead presented in theApplicationsection of chapter 19. Mr. Keys's address is 761 South Vine Street, Sunnydale, SC 00066.
Statute:South Carolina Code Annotated 33-31-808. Removal of directors. In pertinent part states:
(a) The members may remove one or more directors elected by them without cause. (c) A director may be removed under subsection (a) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (g) An entire board of directors may be removed under subsections (a). (h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. (k) For purposes of this section, "members" refers to members entitled to vote for directors.
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