Find out where are the officers / Directors

You should analyze your company documents if you plan to remove the officers/directors are written on the Certificate of Incorporation. You need to file a Certificate of Amendment of Amended and Restated Certificate of Incorporation.

If your officers/directors aren’t present in the Certificate of Incorporation:

You need to update the Operating Agreement/Resolutions/Certificate for internal company documents.

Ultimate Guide on Company Formation in the US

Organizing to remove the Officers

Bylaws include all the processes involved to remove the officers. Typically, the board decides to appoint or dismiss any officer based on the bylaws. Thus, the board has authority over the board even if by does not state it explicitly.

In the next step, you have to take the board’s approval to implement proposed changes. After that, you can call a board meeting according to bylaws. An alternative to calling a meeting is to get the written consent of the boards of directors.

Taking written Consent

Generally, a corporation grants itself the authority to use written consent rather than holding a meeting in bylaws and its certificate of incorporation. Your Certificate of Incorporation or bylaws will specify if the directors must agree on acting through written consent or action taken by the written consent demands approval or not.

Usually, consents also describe all the reasons for the termination. Besides, it allows non-terminated employees and officers to modify their actions according to the written permission.

Consent is also responsible for approving the new employment agreement and other documents that a new officer must follow.

After the analysis and execution of the written consent by each director, the board keeps it with its minutes and other actions.

Finally, the board follows the termination process; sends the termination letter to terminate the officer according to the consent decisions.