83.2k views
2 votes
In the absence of a controlling provision in its certificate of incorporation or by-laws, can a director of a business corporation be removed?

User Rmarscher
by
8.2k points

1 Answer

1 vote

Final answer:

Director removal in business corporations can usually occur even without specific by-law provisions, subject to shareholder voting mechanisms. Directors play a key role in corporate governance, but can sometimes be influenced by corporate executives, as seen in historical corporate failures. However, the corporate structure fundamentally enables economic growth by providing risk protections to entrepreneurs.

Step-by-step explanation:

Directors of a business corporation are integral to corporate governance and have significant duties in overseeing a company's operations. They are generally elected by shareholders to represent their interests and provide a check on the company's executives. If there are no specific provisions regarding the removal of a director in the corporation's certificate of incorporation or by-laws, the default position under most corporate laws is that directors can indeed be removed. The removal process, however, may require a supermajority vote by shareholders or might be subject to certain protections to ensure the stability and fairness of governance practices.

The role of the board of directors is as a first line of defense in ensuring that the firm operates in the best interests of the shareholders. Despite this, there are often criticisms that top executives exert too much influence over the selection of board members, which can diminish the board's effectiveness at truly independent oversight as seen in the case of Lehman Brothers, where governance structures failed to provide accurate financial information.

Nevertheless, without the provisions of a corporation such as limited liability and separation of ownership and control, modern entrepreneurial ventures and investment in large-scale industries might not have been feasible, exposing entrepreneurs to extreme personal risks.

User Alan Cabrera
by
8.7k points