Can a president of a corporation remove the treasurer if he is on the board and has equal stock?

Full question:

Can the president of a corporation remove or fire the treasurer or secretary if all are on the board of directors and have equal amounts of stock?

• Category: Corporations
• Date: 04/07/2025
• State: National

Answer:

The removal or firing of board members will be governed by the articles of incorporation and its bylaws. For example, the bylaws may specify a procedure which requires either a majority vote of the Board members themselves or a certain percentage vote of the eligible voting members.

The following is an Indiana statute:

IC 23-1-33-8 Removal Sec. 8.

(a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders, if they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.