Setting the Date. The board on its own authority without the need for a petition from the membership can set a date for a special meeting to recall a fellow director. Or, it can set a date pursuant to a recall petition submitted by the membership. In either scenario, the date of the special meeting is set by the board and may not be less than 35 nor more than 90 days from receipt of the request. (Corp. Code §7511(c).)
For stock cooperatives the meeting date must be not less than 35 nor more than 60 days from receipt of the petition. (Corp. Code §601(c).)
Giving Notice to the Membership. The board has 20 days from receipt of the petition to set the date and give notice of the meeting date selected by the board. If the board does not meet this deadline, the persons calling the meeting may set the date and give notice. (Corp. Code §7511(c).) If the board fails to give notice, the petitioners may give notice which is not less than 10 nor more than 90 days before the date of the meeting, provided the notice is by first-class, registered, or certified mail. (Corp. Code §7511(a).)
NOTE: The 10-day minimum notice requirement has been superseded by the requirement to send out ballots 30 days in advance of the meeting. (Civ. Code §5115.)
Notice of Purpose. Notice of the meeting must specify the purpose of the meeting. (Civ. Code §5000.) Business at the meeting is limited to noticed items only; no other business may be transacted. (Corp. Code §7511(a).)
Proxy Requirements. Anything to the contrary notwithstanding, any proxy for the removal of a director is not valid unless it sets forth the general nature of the matter to be voted on. (Corp. Code §7613(g).) In addition, any proxy distributed to 10 or more members of a corporation with 100 or more members must specify a choice between approval and disapproval of the removal of the director. (Corp. Code §7514(a).)
Election of New Directors. If the recall is successful, a separate ballot is then sent to the membership for the election of replacement directors. The term in office for new directors will be same as the directors they replace.
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