Who May be Recalled?
Adams Stirling PLC
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WHO MAY BE RECALLED?

Directors. With or without cause, the membership may recall the entire board or individual directors, subject to cumulative voting limitations. (Corp. Code §7222(a).) This applies to both membership elected and board appointed directors.

Designated Directors. Designated directors cannot be recalled from the board without the approval of the designator. (Corp. Code §7222(f).) A designated director is not one appointed by the board to fill an empty seat. A "designated director" is one designated in the articles or bylaws. (Corp. Code §5220(d).) Such directors serve until their term expires as provided for in the articles or bylaws or they resign, die, or become incompetent.

Court Appointed Directors. Court appointed directors (Corp. Code §5220(e)) cannot be removed without court approval.

Officers. The membership cannot recall officers, such as the president, secretary, or treasurer, since officers are elected by the board not the membership. Officers serve at the pleasure of the board and may be removed at-will by the board.

Managers. The membership cannot remove or "fire" a manager, only the board can. Nor can they file a petition with the board to remove a manager.

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Adams Stirling PLC