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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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