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Can a corporate board officer be prevented from voting on removal from his/her officer position?

Bellingham, WA |

Are there any provisions, short of legal action and beyond state law (WA), articles of incorporation, or bylaws, to prevent a corporate board officer from voting on his/her own removal by the board from an officer position? (The director will, of course, stay on the board unless eventually removed by a shareholder vote.) Law and bylaws focus on conflict of interest related to transactions and contracts, but do not address this topic or voting where there is a personal interest. Roberts Rules say a person "should" not vote but also that the vote cannot be taken away.

If allowed to vote, two officers who have violated rules, not performed their duties, and verbally abused shareholders can side with firends to prevent removal. A common law or other reference would be most helpful.

Attorney Answers 2


  1. Best answer

    Doesn't the particular director have a direct beneficial financial interest in serving as an officer? That would be a "conflicting interest" as defined in the Washington corporation act. I guess that if the provisions of the corporation act on directors' action on matters in which they have a conflicting interest do not give you a way to prevent the affected director's voting against his own removal as an officer, it seems to me the choices are (a) a call of a special shareholders' meeting to remove the director as director (to be followed by later board action, once the vacancy is filled, to strip him of the officer position), or (b) recourse to the court for some kind of equitable relief. However, there may be insufficient grounds if the articles or bylaws require "cause" before a director can be removed during the director's term, and it is hard to see a court going beyond that if the shareholders themselves could not achieve that level.

    Participation on this board does create an attorney-client relationship. Only professional consultation and a mutual agreement for representation creates such a relationship. The foregoing is offered as general information only, and does not constitute legal advice. Please be advised you should consult a lawyer for advice specific to your situation.


  2. A person can be both an officer and director. Directors are selected by the shareholders. Officers are selected by the directors, unless the by-laws state otherwise. An officer may be removed by the directors in accordance with the by-laws, which also might provide for the removal of directors or special meetings of the shareholders for that purpose. If not provided for in the by-laws, a special meeting of shareholders could be held to amend the by-laws. However if an person is removed as an officer, that person is not automatically removed as a director. I such contests, each side is better off if they have retained a lawyer.

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