Removal of Directors

“Removal” rather than “recall” is the term used in the Corporations Code for involuntarily removing one or more directors from a board. Board recalls are frequently started by a petition signed by members calling for a special meeting to remove one or more board members. For incorporated associations, Corporations Code section 7221 provides that removal of the entire board in associations having more than 50 members requires a majority vote with a quorum represented and a majority of all members voting in associations with 50 or fewer members. If a recall seeks removal of one or more but less than all directors, and an association’s governing documents authorize cumulative voting in elections, whether it was actually used or not to elect any of the directors, it requires a substantially higher vote of all owners to remove a director.

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