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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 41220
Experience:  Run my own successful business/contract law practice.
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We have no provisions in our by-laws which provide

Customer Question

We have no provisions in our by-laws which provide for termination of a Director or Directors. Two Directors are continually trying to subvert the operation of a large citrus packing organization which is in co-op status.The Son of one of the Directors, who was the General Manager, was recently terminated for shaky financial dealings which contradicted his Fiduciary responsibility.
Thanks,
Larry
Submitted: 1 year ago.
Category: Business Law
Expert:  Dimitry K., Esq. replied 1 year ago.
Thank you for your question. Please permit me to assist you with your concerns.
Larry, I understand the facts but I am unclear as to your question. How can I help you?
Customer: replied 1 year ago.
How do we terminate those two Directors under Calif. law. ?
Expert:  Dimitry K., Esq. replied 1 year ago.
Hi,
How many Directors do you have all-told? Is this a for-profit or a non-profit?
Customer: replied 1 year ago.
Nine total.....non-profit.
Expert:  Dimitry K., Esq. replied 1 year ago.
Thank you for your follow-up.
Non-profit removals can occur even if such language is not expressly provided in the bylaws. In California, any or all of the directors of a nonprofit can be removed with OR without case by members of the non-profit. If the nonprofit has 50 members of less, a vote of the majority of the entire membership is required for removal. If your non-profit has no members but just directors, a majority vote of directors is sufficient to remove.
Sincerely,
Dimitry, Esq.
Customer: replied 1 year ago.
We have members AND Directors.
Expert:  Dimitry K., Esq. replied 1 year ago.
Hi,
If you have both, then you need to have a a vote of members. If under 50, then a simple vote of members is sufficient to remove and recall. If you have more than 50 members, you need to call a meeting, reach quorum at the meeting, and then by a majority present you can remove the directors.
Sincerely,
Dimitry, Esq.

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