View Full Version : KCBS: removing a BoD member

02-08-2008, 05:18 PM
Does anyone know if there are any mechanics in place to do this? Maybe a 2/3 vote by the membership or something?


River City Smokehouse
02-08-2008, 05:28 PM
Section 4.07 Removal; Vacancies:
A director may be removed, with cause, upon the affirmative vote of a majority of the
directors. Any vacancy in the Board of Directors resulting from any cause whatsoever may be
filled by a majority of the remaining directors at the next regular meeting and will fulfill the
balance of the vacated term. Fulfilling this term will not count toward the director’s limit of two
consecutive three-year terms.

02-08-2008, 07:58 PM
it also allows them to 'appoint' anyone they want to fill the vacancy.

02-08-2008, 08:04 PM
The membership cant remove a Director?

02-08-2008, 08:22 PM
A membership shouldn't as I understand. Role of the membership is to elect members to the board and express their desires to the board. the board has a fiduciary and moral responsibility to do what is best for the corporation. If it is felt that this is not being done. A member can get a lawyer and hold the BOD's feet to the fire. There are laws out there to protect members/shareholders...read Enron and the like. If a membership group were to get the support of the majority of the board, change could/would happen. Otherise it's through lawyers. Scott