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RECALL ENTIRE BOARD

As provided for in Corporations Code §7222(a), the entire board may be removed by the membership if:

1.  Small Associations. In a corporation with fewer than 50 members, the removal is approved by the affirmative vote of a majority of all members entitled to vote.

2.  Larger Associations. In a corporation with 50 or more members, the removal is approved by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, with the affirmative votes also constituting a majority of the required quorum.

The voting requirements described above also applies to the removal of individual directors provided the governing documents do not provide for cumulative voting. If cumulative voting is involved, removing individual directors is much more difficult.

Adams Stirling PLC