More details to this question:
We collect more than 50% signatures shareholders to remove 3 board members. On one page with all three names on the top we have name of shareholders they addresses and signatures can we represent this page on special meeting to avoid additional voting? Thanks
1 ANSWER
Probably, but not for sure. You need to check the Bylaws for rules regarding removal of directors.
When voting for directors, shareholders are entitled to cumulate votes. If there are 3 vacancies to be filled at an election, each shareholder has 3 votes and can vote 1 vote each for 3 candidates, 3 votes for 1 candidate, or 2 votes for 1 candidate and 1 vote for another. This voting technique is intended to allow a minority of shareholders to vote together and get a director onto the board.
The Corporations Code protects such minority-elected directors against removal by a formula which requires more votes to remove such a director.
If you would like to hire us to help you with us, we could find that formula for you and check for strict compliance with the Bylaws and the Corporations Code.
Dana Sack
510-286-2200
ds@sackrosendin.com
www.sackrosendin.com
Answered on Jul 21st, 2013 at 4:09 PM