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Loren, Attorney
Category: Business Law
Satisfied Customers: 28540
Experience:  30 years experience representing clients .
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We have a corporation and a uncooperative recently active business

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We have a corporation and a uncooperative recently active business partner (until she walked out last week) which just left the company and was release. The uncooperative business partner only has 30 percent of the company shares and myself and two other business partners want her out of the day to day operations and also to remove her as a corporate officer. What process (other then the corporate resolution) do we need to take and do we notify her in writing with a copy of the vote and corporate resolution.
Thank you for using JustAnswer. I am JudgeLaw and I will do whatever I can to answer your question and provide you excellent service.

I am sorry to hear of your dilemma. I realize how frustrating this is for you but I believe I can provide useful information to you.

Directors are elected by the shareholders. Officers are elected by the directors of the corporation. Shareholder action is not necessary. This is usually done every year at the Annual Directors Meeting. If your Board of Directors can wait to make the changes to its corporate officers until the Annual Directors Meeting, then they would simply wait until then. However, if a change needs to be made before the next annual meeting, the Directors can meet for a Special Meeting of Directors, solely for the purpose of electing a new officer or officers. To do this, your Directors must do the following:

1. Before a Special Directors Meeting can be held, you must provide notice to the all the Directors that you are having a meeting. The number of days required to give proper notice are set in your company Bylaws.
2. Once the meeting is held the minutes of the meeting document the actions made by the Directors at that meeting. In this case, the election of one or more new officers. Your minutes are usually signed by the President & Secretary of the Corporation and held in the corporate records book.

If you need to remove her as a director and elect a substitute, that is done by a special meeting of the shareholders. The same process is done as for the officers, but this is a special meeting of the shareholders. You would do this before changing the officer if the withdrawing business partner was a director.

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Customer: replied 3 years ago.

Do the new officers redo the corporate resolution after the above has been completed?

Thank you for following up with me.

The shareholders would first replace the director and a resolution would then be drafted to reflect that.

Then the directors would replace the officer and, likewise, a resolution would be entered into the minute book just as the directors' meeting minutes.

The officers do not generally create resolutions.

Hello Cathy,

I'm just following up with you to see how everything is going.
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