The board of directors of a corporation provides guidance and oversight on behalf of shareholders. Ohio's corporation statute provides default provisions that govern the replacement of directors with or without cause, if the corporation has not made provisions for the replacement of directors in its articles of incorporation or bylaws. If the corporation has adopted written procedures for adding and removing directors from the board, they trump the default provisions of the state statute, as long as they do not conflict with the basic tenets of the law. Typically, the corporation's bylaws either give the board of directors the power to replace directors upon a vote of the board or require a full vote of shareholders holding voting stock.
Change of a Director by the Board of Directors
Refer to the corporation's records book. Follow the procedures for replacing directors that are outlined in the corporation's articles of incorporation or bylaws.
Call a meeting of the board of directors. Provide notice that the meeting agenda will include removing and replacing a board member. Circulate information that will help board members prepare in advance for the vote. Check the quorum provisions of the corporation's bylaws to make sure that you have enough board members in attendance to hold an official vote on these matters. Some bylaws will allow board members to vote by phone or proxy, if they can't make the meeting.
Vote to remove the board member, if the corporation's bylaws or articles allow the board to remove and replace board members. If the corporation's articles or bylaws do not give the board the authority to remove or replace board members, you must follow the default provisions of the state statute and replace the board member through a vote of the shareholders. If the articles or bylaws do not indicate that the replacement by the board of directors needs a super majority, a simple majority of the votes is sufficient to make the change. Record the vote in the meeting minutes and file the minutes with the corporate records.
Nominate one or more people as a replacement director, if the bylaws or articles give the board the power to appoint board members. Vote on the candidates. The person who wins enough votes as required by the corporation's bylaws or articles is the new director. Record the vote in the meeting minutes, and file the minutes with the corporate records. The vote on the replacement does not have to take place during the same meeting as the vote to remove the original director.
Change of a Director by Shareholders
Call a meeting of the shareholders owning voting rights in the corporation. Provide at least 30 days' notice of the meeting in writing and indicate that the topic of the meeting is the removal and replacement of a board member. Circulate any information that is relevant to this topic in advance of the meeting.
Call for a vote of the shareholders on the matter of removing the director. Discuss whether the removal is with or without cause. If the removal is for cause, make sure that the reasons for removal are fully articulated to shareholders and recorded in the meeting minutes. The vote must pass by a majority of shareholders holding voting shares of stock. Record the vote in the meeting minutes, and file the minutes with the corporate records. The director's term ends when the vote in favor of removal is entered into the record.
Nominate one or more people as a replacement board member. Call a vote of the shareholders. Appoint the person to the directorship who wins a majority vote. Record the vote in the minutes, and file the minutes in the corporate records.