Skip to main content

Is it legal to remove a director by unanimous board decision and no procedure followed for an ordinary resolution for removal?

Miami, FL |

Nonprofit ltd private company. Removal took place during retire by rotation election process. Removal was based on non contribution, participation and absent from a board meeting . No voluntary resignation but removal from board . No provision in articles for board power granted for removal. No notification to shareholders or indeed no procedure of a removal by ordinary resolution therefore no opportunity for director in question to be heard at meeting before a vote, as per companies act 2006 sec 168 and sec 169. If the board are deemed to have wrongfully remove , what recourse should follow and on what grounds?

Attorney Answers 1


  1. There should be by laws that outline how removal could occur. Under Florida law, what you describe is incorrect procedure - no notice to shareholders, no notice to the director that was removed. The Nonprofit should have an attorney. I suggest that someone contact the attorney, provide him or her with the facts and ask for advice concerning that particular non profit. It appears that there were grounds for removal - but, notice should have been given.