DIRECTORS AND OFFICERS

REMOVAL
“Do any statutes provide for the removal of a board member, several board members, or the entire board? Under what circumstances? Who decides upon their successors and when?”

Unless removed for “cause,” in which case the board can declare a board seat vacant, directors may be removed only by action of the members. (Corporations Code §§7221, 7222)

A recall of one or more board members begins with a petition signed by 5% or more of the members. (Corporations Code §7510(e)) The election to decide whether to remove a board member must occur according to the secret ballot election procedures found in Civil Code section 1363.03.

A director seat made vacant as a result of removal by the members may only be filled by election of the members. The election for replacements can occur at the same time as the recall election or later, and also must be in accordance with the Civil Code §1363.03 election procedures.