Asked in Business Law for Arizona

Q: Can a majority shareholder simply fire the entire board of a company with holding a formal shareholder vote?

Can a majority shareholder simply fire the entire board of a company WITHOUT holding a formal shareholder vote?

XYZ is an Arizona corporation with two shareholders, Alan with 51% share position, and Bill with 49% position. Can Alan fire the entire XYZ board as long as he informs Bill?

I am interested in knowing if I need to hold a formal shareholder vote or would a simple email be valid?

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1 Lawyer Answer
Michael Gerity
Michael Gerity
Answered
  • Phoenix, AZ
  • Licensed in Arizona

A: The powers given to shareholders vs. directors vs. officers are generally going to be dictated by the bylaws for the corporation. The same goes for the specified process for removing directors from the board. You need to find the Bylaws and follow the process set forth there.

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